RWBY: Prime Huntsman
by SilverXScythe66
Summary: After merging with the core of his planet, Optimus thought his quest had came to end; however, it wasn't. Now he must save the people of Remnant from a rising darkness and Grimm. Will he light their darkest hour with his new comrades or fail to complete his duty?
1. Chapter 1

**Chapter 1: A World in Need**

Slowly fading into the light emitting from a giant sphere, a giant red and blue robot smiled happily as the light engulf him completely. He finally fulfilled his destiny of restoring life to his home and now future generations can live in peace without the fear of war. Despite leaving his friends behind with the responsibility of watching over their home, he has no regret. He was ready to join his fallen brothers into the afterlife. Little did he known, his destiny was not complete yet.

"Optimus... Optimus... Optimus..."

The red and blue bot slowly opened his eyes to see he was in different place. Fog covered the ground entirely while the sky showed a clear view of the cosmos. Optimus could not identify which sector in space he was in and continued to glance around, "Who is calling me?"

"I was."

A bright light appeared before the Prime forcing his to cover his eyes. As it slowly dimmed down, a short figure, who was floating in the air with his legs cross, emerged from the light. The blue eye short figure's armor was cover in white and different kind of light blue armor. He appeared to be around the same age as Optimus, but what really caught his attention was his power. Optimus could feel his power and it felt very familiar to the Matrix.

Wasting no time, Optimus asked an important question, "Are you a Prime?"

"Yes," he answered as he began to float around Optimus, "My name is Micronus Prime."

Optimus's eyes widen with shock for just a moment before placing a hand over his chest and bowing, "It is an honor to meet one of The Thirteen."

"The honor is mine. Now Optimus, I sure you are wondering why you are here?"

"Indeed Micronus... Where are we? The last thing I remember was entering the Well of All Sparks and becoming one with the core to reunite the AllSpark to bring life back to Cybertron."

"Yes.. You restored Cybertron back to its former glory resulting in your death, but the Primes and I rescued you before becoming one with the AllSpark. You are currently in the Realm of the Primes. Come the others are waiting. All will be explained there."

Optimus nodded to his predecessor and followed him. The two walked in silent for a while until the reach an area where the fog was higher than the other. Optimus slowly look up to see five huge shadowy figure standing before him. He could not identify four of the five Primes standing before, but the one he did brought a smile on his face. It was none other than Alpha Trion, the one who taught him about life and his oldest friend.

Alpha Trion smiled at his young student before returning to a neutral look when the Prime in the middle spoke, **"Welcome young Prime. We have been expecting you."**

Optimus bowed in respect for a moment, "It is an honor to meet you all. I humbly ask why I am here?"

 **"You needed to fulfill your new destiny."**

"My... new... destiny...", the confused Optimus slowly muttered, "I do not understand. Haven't I fulfilled my destiny that the Covenant of Primus had foretold?"

 **"You have fulfilled a part of your destiny young Prime. The Covenant foretold that once you restore Cybertron, you be sent to a new world where you will save the people from their darkness hour. We rescued so you can be prepare for what may become."**

"For what?"

"Optimus," Mirconus called to causing him to shift his head, "This world is fill with dark creatures, mysterious creatures of destruction that bring death to this world's specie. Despite their resistance, they are slowly heading for a dark future. A future that is leading to their extinction. They need a light that will guide them through their darkest hour, they need you."

Optimus slowly looked at each of the Prime noticing an uneasy feeling from them, "What are these creatures this world's specie is fighting?"

 **"We do not know..."**

"What?"

 **"These creatures, Grimm, are born from destruction and live for destruction. How these creatures are form is a mystery even to us. Every being is born into this world by life, but these monsters are not. We need you to discover who is creating these creatures and put a stop to it. Only you can accomplish this task, do you accept Optimus Prime?"**

Optimus closed his eyes remembering his friends before giving a serious stare, "I do. If there is a world that I can help save from destruction then I will do it. It is the duty of the Prime to protect all sentient beings and I will carry out this duty as long as I live."

The Primes proudly smiled at the young Prime's decision. Though he was young compare to them, his spirit and determination rival theirs. The Prime in the middle nodded, **"Very good Optimus Prime... You bring great honor to the Primes and we know you will continue to do so. Alpha Trion..."**

The shadowy figure farthest to the right nodded, he lifted his hand to create a holographic image of a world with its moon being partly destroyed. The planet resembles greatly like the planet Earth. The only difference is that the continents were different and they were not as many. Optimus examine the world closely as his old mentor provided detail about this world.

 **"This world, Remnant, is much like Earth. Its citizens are humans like the ones you encounter on Earth. They have another specie call Faunus who possessed physical animal traits, but the difference between them that the people of Remnant have a power called Aura. Aura is the manifestation of one soul. It can provide offensive, defensive, and healing properties that help the person against the Grimm. Also, each person has an ability call semblance which represents the aspect of their character. Semblance give the person a special power unique to them like controlling fire for example."**

"Interesting..."

 **"Unlike Earth, Remnant has an energy source called Dust. Dust is used for numerous things like their weapons and technologies for example. There are different kinds of Dust ranging from Fire to Lightening. Dust can take one of two forms, a powder or a crystal. It is thanks to this source that allows them to fight the Grimm and build civilizations."**

"It sounds a lot like Energon", Optimus commented before Alpha Trion answered that it is.

"Optimus, before you enter this world you be given a new form and new weapons."

"Why? The Earthlings could handle my current form, can't the people of Remnant handle it too?"

"No they cannot. They haven't even gone beyond their world unlike the Earthlings. If we sent you in your current form there will be chaos."

"I understand."

"Also, your new form will be that of a human. The process will be painful and costly."

Optimus raise an eyebrow at the short Prime in confusion, "What do you mean?"

 **"Optimus in order for you to become a human, we must extract your soul from your body and transform it into a body of a human. In exchange you will not be able to change back into a Cybertronian. You will stay human until the day you die",** Alpha Trion explained causing the young Prime to become tensed.

If he goes through with this, he will never be able to return home again. Humans cannot survive Cybertron's atmosphere because it lack the properties like Earth's atmosphere. He slowly raise a hand and stared at it for a few seconds before clutching it then stared at the Primes, "No matter what form I take, I will fulfill the task I am given."

The Primes nodded before turning their attention to Micronus who nodded, "You will be given weapons when you become a human. They will be the ones you before you were repaired by the Forge. Your blaster cannot fire Energon blasts like they did before, but we created a slot that will allow you to use Dust for your ammo."

Optimus nodded then stepped forward, "Let's begin."

The Primes nodded and the center of their chests began to glow. Coming from their chest, a trail of light blue electrical beam went into the air creating a giant orb of energy. Soon a beam of energy circled around Optimus, lifting him up into the air and tilting him to the point when his chest faced the orb. Another beam attacked Optimus causing him to scream great pain and his body began to glow. Slowly a bright light engulfed Optimus as he began to settle down before becoming a pillar of light that shot up into the air. The Primes prayed that Optimus will be ready for the challenges ahead.

As he slowly opened his eyes, Optimus saw he was no longer in the Realm of the Primes. He was transported into a dark forest with a clear night sky laying on the ground. The moon was partly destroyed caused Optimus to realize that he was now on the world of Remnant. All around him he sensed a dreadful atmosphere fill with nothing, but death, fear, hatred, and chaos. He hasn't felt something like this since the war for Cybertron. Memories of the war flashes before his eyes while Optimus slowly stand up. He swore to himself that he will save this world from suffering the same fate as his planet.

He placed a hand on his head, "That was painful... Never going through that again." The sound of his voice caused him to flinch because it was a lot younger than it supposed to be. Wasting no time he hurried to find a reflecting surface and came across a pond. He swiftly stood before it only to see his new form.

His new form was now of a human wearing a mix of causal and armor. His torso was covered in red armor along with his shoulders. He wore black fingerless gloves while his forearms were cover in red mechanical armor bracers. His helmet was identical to one he wore in his Cybertronian form. For causal, he had a silver t-shirt underneath the armor, blue jeans with a black leather belt, and black shoes.

Optimus reached for his helmet and pulled it off to see that he had onyx hair with some shades of blue in it and his eyes were the same color as before. Judging be his new look he was 17 years old and he stood 5'11. He slowly placed a couple of fingers on his cheek as he continued to look at his reflection, "Incredible..."

"I see you made it to Remnant in tack, Optimus", a voice said.

Optimus look around for a moment before noticing his reflection was changing. He narrowed his eyes as the image began to change into the face of a familiar person, "Mirconus..."

"Yes", he nodded, "Is there any problems with your new body?"

Optimus put his helmet back on and took a moment to throw a few punches and kicks, "Nope, it is perfect, but I do have one question."

"What is it?"

"Why am I so young? Also, why have taken a form that doesn't match my previous form?"

"Your young body will allow you to adjust to the life styles of this world. The Primes and I figure it would be more beneficial to have a form that was less menacing. I pretty sure the people of this world don't need a towering muscle man over them."

"That makes sense."

"I have to leave now, Optimus. The Primes and I can only maintain a link with you for a limited amount time. We will contact you later on in the future. Be careful out there, Optimus."

"I will. Till we meet again, Micronus."

Once Mircronus's face disappeared, Optimus began to walk aimlessly through the forest hoping to find civilization nearby. As he continued to walk, he felt two powers within him, one new and the other was quite familiar. The familiar power was none other than the Matrix of Leadership. He thought the Primes would take it from him since he was no longer a Cybertronian instead they left it with him. This made him question why, but he would had to wait until the next time they contact him. The new power felt similar to the Matrix yet different. It was as pure and full of light like the Matrix, but instead of being concentrated in a single object it was coming from all over his body.

Optimus stared at his hand as he continued to walk, _"This must be the Aura that Alpha Trion spoke of. Still, why does it feel similar to the Matrix?"_

He soon came to a halt when he felt a bloodthirsty and dark presence surrounding all around him. He narrowed his eyes at the forest to see glowing red eyes piercing through the darkness and they were coming closer. As they appeared in the moonlight Optimus was able to see what they were. They were ten of them and all of them were exactly the same. They appeared to be some sort of werewolf with black fur and red eyes and stood close to human size. They had bone spikes sticking out of their arms, knees, and back. Their face was a bone-like mask with red markings.

Optimus could hear their angry growling as he slowly took his stance, _"These must be the Grimm."_ The Grimm took their position of getting ready to lunge at the Prime who had his mouth guards connected over his mouth. He recalled that his weapons were the same as the ones he had before he was repaired and clutched his fists. This caused his bracers to transform into gauntlets that were similar to ones he had as a Cybertronian. Coming out of his gauntlets, two silver Cybertronian swords appeared that were identical to his old ones. The only difference is that the bracers did not cover his fist like before.

A Grimm leaped towards Optimus from behind, but Optimus sliced it's head off with ease causing the others to attack. Instead of standing around, the young Prime charges to attack. Optimus delivered a slash to each Grimm he saw either decapitating them or cutting off their limb. As he was fighting, Optimus noticed that a light appeared from the sword slash wounds he gave. The light consumed the one he killed leaving a small sparkle behind. For the ones he cut off their limbs, they became more furious and vicious because of the pain the light seemed to give them. Optimus swiftly finished each of them off before gazing his surroundings.

 _"There's more coming..."_

Now they were twenty more of them and they all were growling at the Prime. Optimus narrowed his eyes at them and prepared himself for their assault. A Grimm leaped towards him, but Optimus cut off his head with ease. Two more attack Optimus on separate sides at the same time. Optimus delivered a spin kick to the one on the right before stabbing the Grimm on the left through its head. He then duck down to avoid a claw attack from behind. Optimus plunged his sword through the jaws of the Grimm who attack him before charging. A three Grimm leaped in the air to get the jump on him, but Optimus rolled forward to dodge. He quickly got back up and killed the three. He called off one of his sword in order to grab a Grimm, that attempted to attack him with its claws, by the arm allowing Optimus to deliver a vertical slash at him. The remaining thirteen gathered around ensuring their pray won't escape. Optimus simply called back his second sword and was ready. Optimus simply dodged their attacks while delivering a series of attacks at them. He cut off a few limbs before delivering the final blow by either beheading or slicing them in half.

As the last one fall, Optimus watched them being engulf in light before becoming sparkles all the while being conflicted with situation that transpired, _"The way they move... It was almost like they wanted me dead more than anything... Why?... More importantly, why do they feel so familiar?"_

Before he questioned himself even more, three loud snarls echoed the air causing the Prime to take his fighting stance. The three appeared out of the woods and they were same Grimm as before, but their appearances were different. They had more bone-like armor and spines along with larger teeth. Their masks were more angular and they much taller. The three howled at the broken moon before they stared at Optimus.

 _"These must be the leaders of the pack..."_

Without hesitation, the three charged at Optimus delivering a series of vicious attacks. Optimus dodged their assault by either rolling, stepping aside, or leaping over it. When leaped over the last one, a Grimm caught him by surprise and attacked him with a forward thrust claw attack. Wasting no time, Optimus crossed his swords together to block it, but the assault was stronger than he anticipated causing him to be pushed back a little. Still holding his ground, Optimus grunted a little before pushing back. The two had a small contest of strength for a moment before the other two decided to attack the Prime from the sides. Optimus noticed them and pushed the paw aside in order to backflip to dodge the attack.

The Grimm growled at the Prime before prowling around him in a circle. Optimus brought his swords in position, "Let's finish this."

The Grimm heard him and charged straight at him. In response Optimus went straight up to one and stabbed it right through the chest. This was followed by a low kick forcing the Grimm to fall backwards allowing Optimus to deliver a stabbing blow through the jaws. The second Grimm tried to slash him, but Optimus simply cut of its arm then stab him through the side. Optimus pushed the wounded Grimm with a kick and went after the third one. The Grimm attempted to bite the Prime, but it received an elbow blow from the side of its face. This was followed by a sword swing that cut off the Grim's head. The remaining Grimm was about to attack sadly it came to halt when a silver sword penetrated through its head.

Optimus pulled his blade out and watch the three vanish into thin air. Before calling off his weapons, Optimus turned to the woods to narrowed his eyes, "I know you are there. Come on out."

"Well, well... Look like you got some skills there", an older male voice commented. The figure appeared into the moonlight allowing Optimus to see what he look like. He had graying black, spiky hair with red eyes and a slight stubble along his jawline. He wore a red, tattered cloak, a gray dress shirt with a long tail, black dress pants, and black dress shoes. He had a black handle silver sword on his lower back and a flask in his hand.

Optimus narrowed his eyes at him before switching one of his swords for blaster and aimed at the man. The blaster was identical to the one he had back before he was reformed. The only difference is that it didn't cover his hand instead it gave him a black trigger handle. It was the good thing he pulled it out because the man was right before him with his sword near his neck.

The stranger chuckled even more, "And good instincts..."

 _"He's quick and skill. If I faced him when I started out I would had been at his mercy. Still I shouldn't underestimate him. Why didn't I sense him before the battle?"_

"Relax, I was just testing ya. Here," he showed him his flask, "have some."

"No thanks."

"Suit yourself. You have no idea what you're missing", he replied before taking a sip.

"How about we lower our weapons and talk."

The man sighed and wiped his mouth with his arm, "Sure why not, but first let me take care of this Beowolf here." Coming out of the bushes, a Grimm that was similar to the ones Optimus fought before, jumped towards the man from behind. Sadly the Beowolf was slice in half and the bodies slid besides the men. Optimus noticed that the corpse was dissipating into black smoke instead of being engulfed in light. The man putted his weapon away along with his flask, "Now that's over, how about you take off that helmet of yours?"

Optimus called off his weapons and had them revert back to its bracer form. Reaching for his helmet, the mouth guards slid apart allowing him to take it off. Optimus rested it on his right side before noticing the man's shock expression, "Is something wrong?"

"Nothing... It just that I'm surprise that someone so young is all the way out here. Also," the man had his eyes lock on Optimus' bracers and formed a smirk, "Gauntlet, sword, and gun... a triple changer weapon and two of them, huh? It's quite rare to see someone with a weapon like that. What's your name?"

"I am Optimus Prime."

The man raised an eyebrow as a response, "That's an unusual name... The name is Qrow Branwen."

"You have few questions for me Qrow and you won't leave me alone until they're answer, right?"

 _"The kid's smart I'll give him that."_ Qrow crossed his arms and narrowed his eyes, "Yes I do. Tell me, where did you learn how to fight like that? I find it difficult to believe that someone your age was able to take down 30 Beowolves and 3 Alphas by himself despite seeing it for myself, so spill?"

Optimus made a connection that the Beowolves was the name of the creatures he fought before answering, "I was taught a little by a couple of people, but I was force into learning how to fight through battles due to certain circumstances."

Qrow muttered to himself a little before asking his next question, "He's not lying... How did you do that? Killing the Grimm and not having them dissolved into black smoke, how?"

"That I'm afraid, I do not know." Optimus was able to come up with a story that did not involve him lying to Qrow. He never like to lie to people and doing it once was enough for him. "I have been trying to figure that out for a while and I came here hoping to find the answer, but no such luck."

Qrow placed a couple of fingers on his chin while having a hand underneath his left elbow, _"It could be his semblance, but I never heard nor seen a semblance that engulfs Grimm in light before... Also, why did the Grimm seem more vicious than usual during that fight? What does this mean?"_

Qrow placed his hands on his waist, "I know somebody who may be able to help you."

"Who?"

"An old friend of mine... So are interested?"

Optimus took a moment to think. Though did know this man, he sensed that he could be trusted and if he knows someone who can provide answers to some of his questions. He could ask the Primes, but Mircronus said that they could only contact him for a limited time and it's not like he could contact them either. Left with little options he made his decision.

"Where are we headed?"

"To Beacon Academy."


	2. Chapter 2

**Chapter 2: Prime becomes a Student**

In a dark realm, a mysterious figure stood on top of the staircase where it showed a red broken barren wasteland with and a red sky. Purple crystal spikes could be seen all over coming out of the land. The land itself had no source of life only giving off a dreadful feeling of helplessness. Dust clouds flew across the field as the figure stared at the moon for a moment.

 _ **"What was that light I felt?"** _ the figure asked herself while closing her eyes, **_"That light was so pure... Where did it come from?"_**

She remembered a few hours ago she felt a powerful light source far away and the Grimm tried to attack it. Usually she could feel the Grimm turning into black smoke, but for some reason they were engulf in light and vanish. This troubles her because this was the first time something like this happen and that it was a sign.

 **"So... the champion of light has arrives which means..."** the figure opened her eyes and stared at the land, **"I must learn more about this warrior and pray that I am wrong."**

* * *

Meanwhile, Optimus was sitting in an airship staring out the window with his helmet off only to see the sun rising in the horizon. He woke up a few moments ago while Qrow was sleeping in his seat with a flask in his hand. Optimus wondered what Beacon Academy was like and how this headmaster could help him. Still that was the least of his worries. What really concerns him was the Grimm he fought. For some reason, he felt like he fought them before or something that was similar. Also, why did they evaporate into light when he defeated them? When Qrow killed that Beowolf it dissolved into smoke instead not engulfed in light. What did he possess?

 _"Could it be my aura or my semblance that did that? Hmm... Perhaps it was the Matrix... No it couldn't be. The Matrix only holds the collective wisdom of the Primes. It doesn't hold any kind of power unless..."_

"Morning kid."

Optimus blinked for a second before seeing Qrow wide awake and was stretching his arms out, "Morning."

Qrow took a sip out of his flask before shifting his head to a window, "We should be arriving at Beacon soon."

"Have you been there before?"

"I graduated from there", he smirked. He pulled out a photo and tossed it over to Optimus. Once he grabbed it, he saw Qrow along with three other people. One was a female with a white, hooded cloak, another was a blond hair man who appeared to be a brawler, and lastly a female black hair woman wielding a high tech katana. "I was part of Team STQR. We were quite the team back in the day."

Optimus raise an eyebrow because Qrow look exactly the same as he did in the picture before tossing it pack, "You sure haven't changed much since then."

Qrow smirked as he caught it, "I get that a lot."

"Question, won't it be kinda of strange for a graduate to be visiting unannounced?"

"Don't worry kid. I call my friend Ozpin and told him that I was coming. Also, the school year doesn't start for another two weeks. We'll be fine. Take a look outside."

Optimus peered through the window and saw an amazing structure. He spotted grayish columns in front of the school surrounding the courtyard and buildings connecting to a large tower that located at the center of the school. He saw many impressive things back Cybertron and Earth, but this take the cake. Once the airship landed, Optimus noticed it was a lot taller than he originally thought.

Qrow patted him on the shoulder, "You can go sightseeing later, come on. Time for you to meet Ozpin."

Inside an office which had clock gears on the side and top along with a great view of the school, a man was sitting at his desk drinking a cup of coffee. He had silver hair and brown eyes. He wore a dark green scarf with a small cross on it, shaded glasses, dark green pants, a black blazer, and black trouser shoes. Next to him was a middle-aged blond hair woman with glasses and bright green eyes. She wore a white long-sleeved shirt with a black business skirt, lighter black-brown stockings, black boots with heals, and a tattered cape. The two were waiting patiently until the door began to open. Coming out was Qrow who was drinking from his flask

"Qrow... It's been a while", the man said while taking another sip from his mug.

"Hey there Ozpin. You too, Glynda."

The woman crossed her arms and gave an intense glare at him, "Why are you here?"

Qrow putted his flask away before raising his arms in the air, "Whoa... Easy there... This isn't a social visit so relax."

Ozpin sighed a little before placing his mug on the desk, "What brought you here, Qrow? Have you found something?"

"No not yet, but I found something that will catch your interest."

"What do you mean?"

"Hey kid, come in here!"

Soon the doors opened to reveal Optimus Prime who holding his helmet on his side. Ozpin and Glynda were surprised to see that Qrow brought a young man with him because of his reputation. The two examined his armor and questioned if he was some sort of soldier. His armor appeared to be from the military, but it did not have the symbol on it nor was it red.

Optimus bowed a little, "It is pleasure to meet you. My name is Optimus Prime."

"Hello Optimus. I am the headmaster of Beacon Academy, Ozpin. This is Professor Goodwitch."

Glynda shifted her attention to the black hair man while crossing her arms, "What is the meaning of this, Qrow?"

"Simple, Optimus wants to join your school and I can tell you that he is more than qualified. Also, I said that you could help him."

Ozpin blinked as a response while Glynda gave a shock expression. Retaining his neutral tone, Ozpin turned his attention to the young Prime, "Optimus... May I ask why do you want to attend my school?"

"I heard from Mr. Branwen that this was a propitious school in training young Huntresses and Huntsmen. Also, I am unfamiliar with the surroundings of this land."

This immediately caught Ozpin's attention, "This land? You're not from Vale?"

 _"That's what it called...",_ Optimus gently placed his helmet on the desk before giving a look asking if he could and Ozpin allowed him. "I came from a place far away from the mainland that is no longer inhabitable to live."

"What do you mean? What happen?", Glynda asked curiously.

"Forgive me, Professor Goodwitch, but I would prefer not to answer that. Certain events happen caused the land to be unlivable and talking about it bring back a lot of painful memories. I hope you can understand."

"Of course, sorry about that." Glynda was surprised how polite he was for someone so young. Most teenagers his age lack mannerisms these days, seeing it was refreshing. Also, she could tell that her question brought pain to him by the look in his eyes and decided to quickly drop it.

"Why did come here to Vale?", Ozpin answered carefully hoping he did not bring anymore bad memories for the young man.

"Answers."

"Answers?"

"I told to come to this land hoping by a wise man because he said that my destiny lies here. I do not know what it is or what I have to do, but I want to be prepared for whatever happen. I was hoping to become a student here so I can be better prepared for the tasks ahead."

For the first time in his life, Ozpin was speechless. He never expected this kind of answer from someone so young. Slowly turning to Glynda, who actually gave him a nod of approval which was surprising since she rarely agree to any of his decisions, he smiled a little, "Sure why not."

"Thank you, Headmaster Ozpin", Optimus said while bowing.

Qrow laughed a bit while patting Optimus on the back, "Jeez, kid, loose the formal act. You're making everyone here feel old."

Optimus raise an eyebrow at the man in confusion, "Excuse me, but are you drunk?"

"He's always drunk!", Glynda retorted causing Optimus to face her.

The three then turned to Qrow who was drinking from his flask again. He noticed them staring and lock on the flask before shrugging and continue to drink. Ozpin simply rubbed his temple, "Optimus, could you step outside for a moment? We need to talk to Mr. Branwen."

"I understand." Optimus grabbed his helmet and headed out the door. Once the door closed, the room swiftly became tensed.

Ozpin brought his hands together and gave his neutral stare at the dusty old crow, "Now then, why did you really bring him here?"

Qrow simply sighed before putting away his flask, "You didn't need to send him out. He knows why I brought him here and it is another one of his reason he wants to attend."

"What?", Glynda asked with her arms crossed.

"The kid's Aura... You must have felt it... It's so pure and radiant almost like it was light itself."

Ozpin narrowed his eyes and nodded, "Yes we did, but what does it have to do with this?"

"Oz...", Qrow became serious all the sudden causing the two to listen carefully, "Whatever he is or what he possess, he maybe... no... he is our best chance in winning the fight against **her.** "

The two blinked at the response because this was a bold statement and coming from Qrow it is no joke. It is true that Qrow may be a drunk, but he take everything seriously and doesn't joke around when it comes to **her**. Ozpin asked a question in a serious tone, "Are you certain, Qrow?"

"I am." He took out his scroll and set on the desk. Soon a holographic screen appeared in front of them revealing a video. Qrow crossed his arms after he hit play, "Watch."

Ozpin and Glynda watched carefully as the video showed Optimus fighting a group of Beowolves by himself. They were amazed how skill he was along with his weapon, but what really caught their interest was when he slayed a Grimm. Their eyes widen in shock when they saw the Grimm engulfed in light and disappeared instead of dissipating into black smoke. Also, the way the Grimm were acting towards Optimus was quite unusual. They were more vicious than usual, almost like they wanted him dead more than anything.

Once the video showed the important part, Qrow took his scroll and putted away, "Are you convince now?"

"What... just... happen?", the speechless Glynda forcibly asked her question.

"I don't know... that is why I brought him here. I saw him defeated a total of 33 Beowolves before they were engulf in that strange light and three of them were Alpha class. Ozpin, do you have any idea? Any of those fairy tales mention about a light engulfing the Grimm."

Ozpin closed his eyes for moment before answering, "For the first time in my life... I absolutely have no idea..."

 _*Two weeks later*_

Optimus was walking around Beacon heading towards the docking bay without his armor on. After he was accepted into Beacon, Qrow left right away saying he had an important mission to do leaving Optimus in both Ozpin and Glynda's hands. Most of the time, he spent training, reading, or walking. Training was something he spent a lot over the past two weeks. He wanted to adjust to his new body and learn how to use his aura. Luckily, Glynda provided some lessons on how to use his Aura for offensive and defensive purposes. It took him awhile, but he was now able to use it with ease. When he is not training, he focused his time reading about the history of Remnant in the library to better understand the lifestyle along with Dust and other things. Since he was now trap in Remnant, it was crucial to know the history of his new home. Once in a while, he explores Beacon to know the locations of important things like the classrooms.

He just finished his daily routine of training when Ozpin suggested him to go the docking bay to meet his future classmates. Since he had nothing else to do, he took him up on his offer. When he arrived he saw the new students walking around the courtyard. Many of them were socializing with the other students while other headed towards the school. Each of them had their weapon on them ranging from swords to guns causing the young Prime to wonder if they are prepare for the challenge ahead.

The quiet atmosphere ended when a loud female voice shouted, "What are you doing!?"

Turning to the source Optimus saw two girls near a bunch luggage, one was standing the other was on the ground. The one that was standing had pale skin, snow white hair that was tied in a ponytail to the right side of her head, and light blue eyes with a scar over her left eye. She wore a pale blue bolero jacket which was red on the inside while her sleeves turned blue when they got closer to her wrists and on the back was a symbol of a snowflake. Her dress was mostly white, but it turned blue as it goes down. Also, she wore white, heeled wedge boots that goes up to her mid-calf, an apple-shaped necklace, rectangular earrings, and a small tiara that look like it was made of icicles. She had a small gray bag on her back waist along with a silver rapier.

The other attire was the complete opposite. She had shoulder length black hair, which had red tint at the end, and silver eyes. Her outfit was consists of a black blouse, a black corset with red trimmings, red cloak, and black boots. Her belt had some silver objects attached to it and a grayish pin rose. Behind her was a strange mechanical object on her waist that was pretty big. She appeared to be a couple years younger than him while the other was around his age.

Optimus watched as the black dressed girl received a lecture from the white hair girl while shaking a bottle of powder red Dust. As the powder began to spread in the air the black hair girl began to cough which caused Optimus to bolt over there. Judging by her expression she was about to sneeze and remembering what he read about red Dust he needed to hurry. As soon as the girl was about to sneezed Optimus pushed the two to the side before being engulf in an explosion.

As the smoke cleared, Optimus coughed a little before brushing the soot off his clothing. Before he realized it the black hair appeared in front of him, "OhmyGod! OhmyGod! I'msorry,I'msorry,I'msorry!"

"It's okay *cough*, are you two hurt?"

"I'm fine, but what about you!? You just exploded!"

"I'm fine. It takes more than a small explosion to take me down."

"This is exactly the kind of thing I was talking about!", the white hair girl shouted causing the black hair girl to look down.

"I'm really, really sorry!"

"Ugh! You complete, dolt!"

Optimus remained speechless as he watched. He blinked at the white hair a couple of times before sighing in relief, _"At least she is not hurt... Still she could take it easy on lecturing this poor girl."_

When the young girl said _princess_ a new voice entered the conversation, "It's Heiress, actually."

The trio turned to see the owner of the voice who was holding the exact bottle that the white hair girl had a few moments ago. Her eyes were amber with a light-purple eye shadowing flaring backwards and she has wavy, black hair. She wears a black buttoned vest with coattails with a white sleeveless undershirt that expose part her midriff. Her white shorts have zippers in the front and back for decoration, black low-heeled boots, and black stockings that started off as black at her hips then turn purple when they get near her shoes with a white symbol of a belladonna flower on each side. For accessories, she had a black bow tied on top of her head, black ribbons on both arm, a detached sleeve along with a silver band on her left, and a detached scarf-like collar. Her weapon was behind her back and it was a black cleaver shape sword.

"Weiss Schnee, heiress to the Schnee Dust Company, one of the largest producers of energy propellant in the world."

"Finally, some recognition!", Weiss said with a smile.

"The same company infamous for its controversial labor forces and questionable business partners."

"What! How dare...! The nerve of..."

Weiss simply took the bottle from her hand and marched off in the opposite direction. Optimus placed a couple fingers on his chin, _"I believe Miko would say 'She got burn!'."_

The black hair girl walked over to Optimus, "Are you okay? I saw you being engulf in that explosion."

"I'm fine, thanks for your concern. My name is Optimus Prime."

"Blake Belladonna. Listen I have to go."

"I understand, see you around."

Ruby just noticed the conversation between the two and was about to join the conversation. Sadly, she was too late because Blake walked off. Optimus' attention came to the young girl who fell backwards on the ground looking sad. He extended out a hand, "Need a hand?"

The girl smiled as she accepted before a new voice entered, "That was something..."

The duo turned to see a tall blond hair boy dressed in white armor plating covering his hoodie. Later on the three were walking together after introducing to each other. Jaune Arc was explaining that motion sickness is a common problem to Ruby Rose. Next they gave each other nicknames because of what did. Vomit boy for Jaune while Ruby was called Crater face. Finally they showed their weapons to each other. Optimus couldn't help smiling because the way they talk was similar to Jack, Raph, and Miko.

Ruby putted her scythe away and turned to Optimus, "Where's yours, Optimus?"

"It's in a locker along with my armor."

"Seriously? You have a locker already, how?", Jaune asked.

"I was brought here a couple weeks ago by someone. So I was able to get a locker early and know the premises a little better."

""Who was it that brought you?""

"A man name Qrow Branwen."

Ruby bolted in front of Optimus, causing him to be startle a little, with wide eyes, "MY UNCLE BROUGHT YOU HERE!?"

"Your uncle?", Optimus questioned while raising an eyebrow.

"Yeah. I haven't seen in while! Is he here!? Ishe, Ishe, Ishe!?"

He simply shook his head, "I'm sorry, Ruby. He left soon after he brought me here."

"Oh...", she said in a depressed tone.

Optimus placed a hand on her shoulder, "You'll see him again."

Ruby smiled and nodded to Optimus who gave a smile in return. Meanwhile, Jaune was looking around before turning to the Prime, "Um, where are we supposed to go?"

"We need to head to the auditorium for the ceremony. Come I'll be your guide."

After a few minutes, the three finally arrived at the auditorium where countless students were standing around waiting. They were looking around for a spot until someone called Ruby named while waving to her. Ruby quickly left the group and it wasn't long until Jaune just walk off too leaving Optimus by himself. Noticing there was room near Ruby who was talking to blond hair girl, he decided to stand next to her.

"Ruby, do mind if stand here?"

Ruby turned to him and smiled, "Sure you can Optimus. Oh, let me introduce to my sister. Yang this is Optimus Prime, Optimus this is my older sister Yang Xiao Long."

"Nice to meet you."

"Sup!", Yang said with smile and a wink.

Unlike Ruby, Yang was a bit taller, had long, bright gold hair, and lilac color eyes. She wore a tan vest that showed her chest and a yellow low cut crop top. Also, she had black shorts on, an orange scarf around her neck, black fingerless gloves, and high knee brown boots. She had two golden bracelets one on each of her wrists. Around her waist, she had a brown belt on which had a buckle, a pouch, a small banner object, and a pleated skirt in the back.

Something clicked in Optimus' head when he heard Yang's last name. "Wait you two are sisters, then why do you have different last names?"

"Oh we're half-sisters", Yang answered.

"I see."

"So, how's your first day going, little sister?"

Ruby crossed her arms and glared at her, "You mean since you ditched me and I exploded!?"

"Yikes! Meltdown already?"

"No," she swung a hand to the side, "I literally exploded a hole in front of the school... There were fire and I think some ice."

"Are you being sarcastic?"

"Actually it really did happen. She sneezed some Red Dust powder and caused an explosion", Optimus confirmed Ruby's story.

Yang blinked her confused eyes, "Really? This is some kind of joke?"

"I wish! I tripped over some crabby girl's luggage! And then she yelled at me!"

Optimus noticed a familiar snow white hair. "Uh... Ruby?"

Unfortunately, she did not hear him and continued on with the story. "And then I sneezed. And then I exploded! And then she yelled again! And I really, really bad! And I just wanted her to stop yelling at me!"

"YOU!", Weiss shouted causing Ruby to leaped into Optimus' arms.

"Oh God, it's happening again!"

"You're lucky we weren't blown off the side of the cliff!"

"Oh my God, you really exploded", Yang stated while adding to the list of what to tease her younger sister about.

Optimus gently placed Ruby down and turned to Weiss, "Excuse me, Miss Schnee, it was accident. She didn't mean to cause that explosion. Her nose was just sensitive to the powder Dust from the bottle you shook. In a way you two are both at fault... Let settle this dispute by moving on and forgetting what had transpired."

Before Weiss could snap, she recognized him causing her to point at him, "You! You're the one that push me away from the explosion and took the hit!"

"Yes... I apologies for pushing you, but I wanted to make sure you did get hit by it. On that note, are you okay? I hope I didn't hurt from that?"

"I'm fine... Thank you for doing that. What's your name?"

"I am Optimus Prime and you are?" Optimus noticed the expression on her face and decided to explain, "I know of your name, but I prefer knowing the individual themselves not going by the words of others."

She just stared into his light blue eyes with surprise. Normally, people would ridicule her and her family because of their actions and believed that they were exactly the same. This was the first time that someone just wanted to know her simply as Weiss not as a Schnee. She would lying that it brought some joy to her heart, but she needed to act professionally.

"My name is Weiss Schnee, heir to the Schnee Dust Company."

"Please to meet you", he offered a handshake which she responded.

Soon a microphone came on causing the room to stare at the stage where Ozpin and Goodwitch were standing before them. Ozpin stared at his new students before fixing his glasses, "Ahem... I'll keep this brief. You have traveled here today in search for knowledge. To hone your craft and acquire new skills. And when you have finished, you plan to dedicate your life to the protection of the people. But I look amongst you and all I see is wasted energy in need of purpose, direction. You assume knowledge will free you of this, but your time at this school will prove that knowledge can only carry you so far. It is up to you to take the first step."

Optimus was deep in thought with his arms cross while Ruby tried to make up with Weiss and become friends with her. Yang commented on how off Ozpin was, but she was wrong. Optimus understood his message and know far too well what it means. In any battle wisdom is part of the puzzle to survive. You need courage, strength, and trust in your comrades to survive the battle. Also, you must be willing to make the ultimate sacrifice for the greater good even if it cost you your life. Flashes of the War for Cybertron appeared before his eyes causing him to tighten a fist in frustration.

He was broke out of his trance when Jaune stated he was a natural blond in response to what Weiss sarcastically said. Ruby and Yang looked at him weird while Weiss face palmed herself and sighed. Optimus decided just to ignore it and stared at the stage, _"Why did you give them advice of a soldier, Ozpin?"_

Later on in the ballroom, Optimus placed his sleeping bag near the window. He was wearing a simple white t-shirt with blue shorts. The pajamas and bag were given to him by Ozpin as a gift along with few other things like a scroll, which was Remnant's version of an Earth's cellphone, Dust for his blasters, and other things. While the other students were preparing to go to sleep, Optimus was staring up to the stars through the window wondering how his friends were doing back on Cybertron.

A certain commotion caught his attention only to see four familiar faces; Ruby, Weiss, Blake, and Yang. Ruby was wearing a black tank top with a pink heart-shaped Beowolf at the center, white long pants with pink roses as decorations, and a black sleeping mask with triangular red eyes. For Weiss, she wore a faded bluish sleeping gown with short sleeves and white trimmings. Blake wore a black yukata with her bow which confused the Prime greatly. Yang simply wore an orange tank top with a flame symbol and black boy shorts. The four were engage in a conversation, but it was cut short when Blake blew out the candle.

Optimus smirked a little for a moment before turning his attention to the moon, " _I have a feeling that those four were destine to meet... Still are they ready for the tasks ahead... Am I prepared for what the future may bring?"_


	3. Chapter 3

**Chapter 3: Initiation Test Begins**

Slowly opening his eyes, Optimus stretched out his limbs and gave a small yawn. Rubbing his messy bed hair, he noticed that everyone was still asleep and the sun was rising. He swiftly pack his sleeping bag in order to head out of the ballroom. Wasting no time, he took a shower, got dressed in his causal outfit, and headed to the cafe to eat breakfast. The meal that the chiefs had a couple pieces of toast, eggs, and an orange. For a drink, Optimus decided to have a simple glass of milk. He greatly enjoy the exquisite taste of the meal. Back in his old form, eating Energon was very bland and it was the only thing that Cybertronians eat. So having this average meal was heaven.

"Good morning, Optimus", a voice called to him after he finish chewing a piece of toast.

He turned to see the owner's of the voice who was wielding a cane, "Morning Headmaster Ozpin."

Ozpin chuckled a little before taking a sip of his coffee, "You know can just call me Ozpin."

"I know, but I have a nasty habit of addressing people with higher power with their titles."

"I see, so what do you think of your future classmates?"

"Each of them have potential of becoming a great warriors, but they have a lot more to learn about what being a Huntsman really is."

"Care to explain?", Ozpin asked curiously. He enjoys these conversations with the young Prime. Despite his young age, he was wise beyond his age and view things differently than most people. It was interesting to hear his responses because his answers were ones that a young man wouldn't normally say. Still he questions why Optimus have this kind of view for someone so young.

"In your speech, you mention that _knowledge will only carry you so far,_ which is true. In any battle, you also need power, courage, and friends to help you win. There may be some who can handle things by themselves, but there are some things where you need help to win. We are stronger together than by ourselves."

"Your analogy is impressive as always. You are the first to figure out the meaning of my speech this quickly."

Optimus nodded thanks to him before delivering a serious stare, "I have to ask, why did you give them that? Your speech is more suited for soldiers than Huntsmen."

Ozpin gently rest his mug on the table and placing his empty hand over his cane along with his other hand, "While it is true my speech is better suited for soldiers, but they needed to hear it. Many of them believes Huntsmen and Huntresses are powerful and invincible... This way of thinking will lead many of them to their downfall... Huntsmen and Huntresses can fall like anybody else and die just the same. Giving that speech will show them that being a Huntsman or Huntress is more than just slaying Grimm."

"I understand", Optimus said.

"Optimus... I am here to give you warning. You must keep your ability a secret. If words get out about your unique ability many will try to recruit you to their cause or try to kill you."

Optimus narrowed his eyes at the Headmaster, "Sounds like that you already know who will be coming to kill me."

Ozpin narrowed his eyes at the young man, he was smart he'll give him that, "I have an idea... For now train and learn what you can here... You will never know when the enemy will strike."

Optimus watch Ozpin pick up his mug and headed out of the cafe, _"I know Ozpin... I know..."_

A little time passed and Optimus was about to leave when a familiar voice spoke to him, "Morning."

He lifted his head to see who it was, "Oh, morning Miss Belladonna."

Blake sat across from him with a tray carrying a similar breakfast meal he recently finish, "I'm surprise to see you up this early."

"I tend to wake up right before the break of dawn, Miss Belladonna. What about you?"

"Same." She raise an eyebrow when she heard the _miss_ comment for a second time, "Why are you calling me miss?"

"I figure it would be best to call you that instead of saying your first since we just met. I didn't mean to offend you. I didn't want to sound too causal that it would make you feel uncomfortable."

She simply just blinked in surprise before smirking, "You're quite a gentleman, you know that?"

"I get that a lot", he answered.

Blake simply chuckled, "You can simply call me Blake. I don't mind."

"Alright Blake." Optimus noticed the book next to her tray, "You're a fan of reading?"

"Yes, you too?"

"Yes."

"Really, you don't look like the reading type."

"I get that a lot, too." His comment caused the raven hair to chuckle a little more causing a small smirk to appear on his face, "May I ask what it is about?"

"It's about a man with two souls."

"A man with two souls..."

Blake noticed the change of tone, "You read it?"

"No... But it is similar to tale I know..."

"Really, how?"

"I don't know what kind of souls the man in your book have, but the tale I know have a man fighting against the soul of the God of Chaos. The Chaos Bringer wanted the man to slay his nemesis; however, the man resisted his control. Stating that he will only kill his nemesis with his own hands with his own will and he told the God of Chaos he take orders from no one." Flashes of the time when Megatron resisting Unicron's control of telling him to kill the Prime appeared before his eyes.

"Resisting the control of a God... He must strongly believe that only he have the right to kill his nemesis."

 _"You have no idea...",_ Optimus got up and lifted his tray, "I'll take my leave now. I have feeling you want to continue reading your book and I have to take care of something. Good luck in the initiation, Blake."

"You too, Optimus."

Once Optimus left the cafe and walk down the hallway for a bit, he came to a halt. He turned his head to the window and stared into the distance. During the conversation with Blake, something click in his head when he remember the confrontation with Unicron back on Earth. _"Could the Grimm be connected to him... It can't be... Unicron became the planet Earth, but why is it that these creatures remind me of him? Unless..."_

Optimus took a deep breath and closed his eyes for a moment, "I won't know for certain until I fight them again. Primus help us all if I am right.

Later on, Optimus was in the locker room ready to grab his gear for the initiation. As he entered he saw a hyperactive orange hair girl talking to a boy who had black hair was wearing a green shirt. Optimus simply ignored them to his locker where Weiss and someone he doesn't recognize were standing in front of it. The stranger had red waist length hair that was tied in a ponytail and green eyes. Her outfit resembles much of a Spartan, but minus the helmet with a tiara. Things got pretty strange because Weiss started to give a sinister/devious smile and dark thunderous clouds surround her.

He nervously chuckled before walking over to her. She was broke out of her trance when Optimus spoke, "Excuse me, Miss Schnee?"

She turned only to smile, "Oh morning, Optimus."

"Morning to you too. Sorry for interrupting your conversation, but can I humbly ask you to step to the side for a moment? I need to get to my locker."

"Of course", she answered before stepping aside.

"You two are acquaintances?", the red head asked.

"Yes we are. Pyrrha this Optimus."

"Hello", she waved to him.

"Please to meet you, Pyrrha."

Weiss raise an eyebrow because how causal Optimus addresses her, "Excuse me, Optimus, do you have any idea who you are talking to?"

"Not really. Forgive me for my ignorance, but is she famous or something?"

The two eyes widen with shock at Optimus' response. By the look in his eyes, he wasn't joking either. "How could you not know of _the_ Pyrrha Nikos!? The four time champion of Mistral Regional Tournament!?"

 _"Impressive...",_ Optimus commented before giving an explanation, "I was raise on an island that is far from the Four Kingdoms and we had no interaction with them either. Also, I spent most of my childhood reading books than watching television."

"Really?", Pyrrha asked curiously.

"Yes."

"How could your home have no connections to the kingdom?", Weiss asked with her arms crossed.

Optimus began to open his locker as he came up with an answer that should convince the young heiress, "The people of my home strongly believed that each land should handle their own problems by themselves and should only focus on what is happening in our land not the land of others. So we isolate ourselves from the Kingdoms leaving them to deal with their problem while we deal with ours."

The two were surprised that there was an island out there that wasn't part of the Kingdoms. Most islands rely on the mainlands to help them survive and sort out difficult problems. Like lacking the man power and strength to deal with Grimm for example. Hearing such a place exist was unheard of.

"What brought you here to Beacon?", Weiss asked curiously with Pyrrha giving the same curious look.

Before he give an answer, Jaune barged into the conversation and began to flirt with Snow Angel, which was Weiss. Optimus thanked Primus that Jaune came when he did because he did not want them to get involve in his mission. He continued to put on his armor as Weiss began to introduce Pyrrha to Jaune who had no idea who she was. It wasn't until she mention a certain cereal brand that Jaune instantly recognized her. Optimus couldn't help, but chuckle at Jaune's response.

Optimus was about to put on his helmet when a cheerful voice spoke to him, "Morning Optimus."

He along with the other three turned to see that it was none other than Ruby and Yang. The sisters and Weiss stared at each other for a moment before pointing, """Not you again!"""

Optimus quickly intervene before this could escalate, "Morning Ruby, may I help you?"

Ruby turned to him and played with her fingers symbolizing that she was nervous, "Well... You see... I was wondering... if you could... show us your weapon?"

Optimus tilted his head a little, "May I ask why?"

Before the little red riding hood could answer, Yang wrapped an arm around Ruby's neck, "My sister here is a weapon freak and she is dying to see what kind of weapon you have OP." This caused Optimus to look at her weirdly as she simply smirked. Not because of what she said about Ruby, but the nickname she gave him.

"YANG!", Ruby shouted after getting out of her grasp.

"A weapon freak...", Optimus repeated before chuckling causing everyone to stare at him.

"What's so funny?", Jaune asked.

"I had an old friend who was a weapon freak as well... And whenever he caught glimpse of a new weapon he wants to know what it can do", he answered causing everyone except Ruby, who was a little embarrass, to laugh a little. An image of his old friend, Ironhide, appeared in mind causing Optimus to smile and remember the times when Ironhide tried out a new weapon and the damage he caused.

"I hope it is not too much trouble...", Ruby asked in a low tone.

He simply smiled, "I don't mind."

A smile spread spread across her face as she shriek with joy, "Thank you!"

Optimus nodded and handed Ruby his helmet, "Could you hold on to this for me, Ruby, and could you all take a few steps back? I don't want to hurt you."

Ruby nodded to the Prime and grabbed hold of his helmet before stepping back like the others. Once everyone was at a safe distance, Optimus activated his bracers transforming them into its gauntlet mode. Yang was more impressed than everybody else because she was a brawler too. Seeing another just pique her interest for the young Prime as a fighter and she want to know how _skill_ he is. Before anyone could speak, Optimus changed his gauntlets to blaster mode then to its sword mode.

After Optimus called off his weapons, he turned to see the jaw open group with eyes wide as saucers. He was about ask what is wrong when suddenly Ruby appeared before him. For some reason, her form changed into what he could make out was a Chibi form while her pupils were replace with yellow stars. He learned about Chibis from Miko because she was a huge fan of them. How she did was a mystery for him, but was more of a mystery was how she manage to turn his helmet into a Chibi.

She appeared and reappeared all around him as she examined his bracers, "OhmygoshOhmygoshOhmygoshOhmygoshOhmygosh! SO COOL! A triple changer weapon and two of them! A blaster and sword mode along with a gauntlet mode, awesome! Where did you get it!? Did you build it!? Who gave you the blueprints!? Do you have the blueprints!? Can I see it!? Please! Please! Please! Please!"

"Eh...", Optimus muttered because he had no idea what she was saying. She was speaking so fast he couldn't make it out. Ruby was broke out of her Chibi mode when Yang grabbed her hood and drag her back to her side.

"Sorry about that, Optimus. She tends to do that when she see an awesome weapon."

"Yang! How could not be excited to see a triple changer weapon!? They're like impossible to find!", Ruby shouted.

"She has a point. This is my first seeing one, too", Pyrrha said while crossing her arms.

Weiss nodded in agreement, "Same here. I hate to admit it, but I do share the dolt's fascination on where you got those weapons."

"Hey!", Ruby retorted before giving Optimus' helmet back.

Optimus placed his helmet near his side, "They were given to me by my mentor."

Before anyone could ask even further, the intercom came on and Professor Goodwitch's voice echoed through the room, _"Would all first year students please report to Beacon Cliff for initiation? Again, a_ _ll first year students report to Beacon Cliff immediately."_

"The time has come", Optimus said before putting his helmet on and headed towards the cliff with Ruby and the others.

On the cliff overseeing a large forest that was call Emerald forest, Ozpin and Glynda were standing before the first year students who were standing on metal platforms. The sky was clear and a gentle breath softly touch the students face as they stood in the direction of it. Optimus stood at the end of the row near Jaune who look extremely nervous and confuse. Also, he noticed their was an odd amount of first year instead of an even amount. Everyone remain silent as Ozpin gave a speech.

"For years you have trained to become warriors. And today, your abilities will be evaluated in the Emerald Forest."

"Now, I'm sure many of you have heard rumors about the assignment of teams. Well, allow us to put an end to your confusion. Each of you will be given teammates... Today."

"What?", Ruby said in a scared tone.

"These teammates will be the with you for the rest of your time here at Beacon. So it is in your best interest to be paired with someone with whom you can work well." This caused Ruby to make another scared face, sadly it was going to get worst for her. "That being said, the first person you make eye contact with after landing will be your partner for the next four years."

Ruby eyes became wide as saucers and pupil less as her her world shatter around her like glass, "WHAT!?"

Optimus crossed his arms, _"But there is an odd amount of students here... What are you planning Ozpin?"_

"After you've partnered up, make your way to the northern end of the forest. You will meet opposition along the way. Do not hesitate to destroy everything in your path, or you will die. You will be monitored and graded for the duration of your initiation. But our instructor will not intervene. You will find an abandoned temple at the end of the path containing several relics. Each pair must choose one, and return to the top of the cliff. We will regard that item, as well as your standing, and grade you appropriately. Are they any questions?"

"Yeah, um, sir...", Jaune attempted to ask, but Ozpin simply ignore it.

"Good! Now, take your positions."

Every student took out their weapons and prepared themselves except for Jaune who asked his question again. Little did he know people were already being launch and it won't be long until it was his turn. Optimus heard a whistle from the side to see it was Yang who gave him a wink before putting on a pair of sunglasses. Where she got them from was mystery?

Optimus watched Jaune being launch before turning to Ozpin with a neutral expression, "You enjoy being devious, don't you?" Optimus was then launch into the air as the two adults simply watch.

Ozpin took a sip of his coffee, "A little..."

Glynda turned to him with a serious expression, "You are looking forward to seeing his potential, aren't you?"

"Yes and this way we will determine to see if he will be the one to turn the tide against the Grimm." The air became a little colder around them as they wonder what the future may hold for the young Prime.

For his landing strategy it wasn't anything flashy. Optimus concentrate his Aura into his gauntlets and arms because he was about to hit a tree. He broke right through it snapping it in half. This was follow by flipping his body to have his feet be the first thing that touch the ground. Quickly channeling his Aura into his legs, Optimus slid for a bit causing the land to be cleave a little. Once he stop, he turned to see the dirt path he created and simply sigh.

 _"Thank Primus I have this Aura. If it wasn't for it, I would be pretty bang up right now. I have to be extra careful with this body. It does not have the durability of a metal body."_ Optimus turned his attention the sky, _"I wonder how everyone is doing?"_

* * *

Meanwhile with Ruby, she easily manage to land on the ground safely without difficulties. Despite hitting a bird along the way she was completely fine. She bolted away with only one thing her mind.

 _"Gotta find Yang!_ _Gotta find Yang gotta find..." S_ he then screamed for her sister's name a couple of times, but she received no response.

 _"Ugh this is bad, this is really bad! What if I can't find her? What if someone finds her first?"_ Her thoughts form a white cloud above her which display her and the people she met in drawn forms, _"There's always Jaune... he's nice. He's funny! I don't think he's very good in a fight, though. Oh! What about Blake? So mysterious, so calm. Plus she like books! Well, then again, I'm not sure I'd be able to hold a conversation with her. Also, there's Optimus. He's nice and he didn't laugh at me for obsession for weapons. Uncle Qrow brought him here so he must be strong! Still I can't help, but feel that he's hiding something... Plus he's cute!"_

She realized what she said as her cheeks began to lit up a little before shaking her head to get rid of the cloud, _"Ugh! Okay... who else do I know in this school? There's Yang, Jaune, Blake, Optimus, and..."_

Ruby soon came to a halt when she spotted a familiar white hair girl. The two just simply stared at each other for a moment. A smile creep on Ruby's face while Weiss narrowed her eyes at her. A moment passed and Weiss just march off leaving Ruby behind.

"Wait! Where are you going? We're supposed to be teammates..."

* * *

At the same time, Yang was walking around aimlessly hoping to run into someone. She was getting really bored that no one had heard her yet and wonder how her sister was doing. Though she wanted Ruby to find someone else to be her partner, she hoped she didn't find Optimus first. The reason why is because she wanted him to be her partner. He was the first man that didn't fall for her natural charm. Numerous times in the past, men became fluster at sight of her especially her chest and she knew instantly that they just wanted her for her looks. This and the fact he was a complete hot shot only fuel her interest in the young Prime.

A rustling noise appeared from behind the bush and decided to investigate. "Ruby is that you?", a snarling sound appeared causing her to look up, "Nope."

A Grimm appeared that had the appearance of a bear with spikes called Ursa attacked her. Yang rolled to the side and activated her gauntlets, but she had to back flip to dodge another Ursa's attack. Yang went on the offensive by punching an Ursa in the guts the delivering an uppercut and kick to the second. Her strikes emitted fire each time she land a blow causing the Grimm to feel burning pain.

"You guys wouldn't happen to have seen a girl in a red hood would you?" For an answer, the Ursas growled while Yang commented that they could have said no. She back flipped once again to dodge an attack. She was amount to make a comment when a strand of hair fell to the ground caught her attention.

"You...", she softly said while her lilac eyes turned red, "YOU MONSTER!"

Flames ignited around around for a brief moment before she dashed towards an Ursa. She delivered an onslaught of punches at the Grimm. Her last blow was so powerful that she sent it flying through the forest breaking a lot of trees along the way. She was ready to take on the another one, but it soon fell to ground. The one responsible was none other than Blake who killed it with a kusarigama.

Yang look at her seeing a smirk on her face, "I could have taken him."

* * *

Optimus was traveling for some time, but no Grimm had yet to attack him. This caused him to be a little on edge because he worried that his new friends may be in grave danger. But they were train for this so he shouldn't be too worried. Also, he has yet to find anyone to be his partner. He came to the conclusion that everyone else was paired up already leaving him alone. He wasn't too surprise by this after all the Autobot's luck is usually unpredictable.

He was crossing a small pond when a voice echoed the air, "Optimus..."

Recognizing the voice, Optimus turned to his reflection in the pond only to see it was changing to a face of someone else, "Mirconus..."

"I am calling you to see how you doing and don't worry about talking to me. I created a barrier preventing anyone to see us and hear us."

Easing his worries, Optimus nodded to him and prepare to give his report, "I have came in contact with the locals of this world and earn the trust of a few. I am currently taking part in an initiation of becoming a Huntsman at school call Beacon Academy. Also, I felt a strange power deep below there. A power that seems to hold a strong connection to this world. I do not know what it is, but I am planning to find out."

"You're making good progress, Optimus, but be careful. There are dark challenges ahead, you must prepare yourself."

"I will Micronus. There is something that I must speak with you about."

"What is it?"

"These Grimm... for some reason I feel the presence of Unicron within them and I could sense they want to destroy the Matrix. Is Unicron capable of spawning dark creatures?"

"Hmm... Not that I am aware of. The only one who knows Unicron better than myself and the Primes currently reside in the realm is Prima. He went after Unicron for a time to ensure that Unicron was light years away. On his journey, he encounter many worlds that were different than Cybertron."

"There is chance that this world is one of the worlds he encounter?"

"It's a high probability. Unfortunately, Prima is now one with the AllSpark so we cannot ask him about this. Still this is disturbing news. Optimus you must search for this world for any clues that Prima left behind. There might be something that will help you find a way to destroy the Grimm once and for all."

"I will."

Micronus nodded to the young Prime before disappearing. All the sudden, Optimus felt blood lust all around him. He stood up and saw multiple red eyes all around him all glaring at him. A few Grimm emerge from the woods consisting of Beowolves and Ursas. More and more came out as more red eyes started to appear. Optimus could tell he was severely outnumbered and there was no escape from this battle. He wished he still had his jetpack with it he could easily escape. Left with one option he have no choice, but to fight.

"Scrap..."


	4. Chapter 4

**Chapter 4: Battle in the Forest**

Optimus was completely surrounded by Grimm with no way of escape. The creatures of destruction ensure there will be no opening for the Prime. Growling louder and louder, they prepared for battle. Also, Optimus notice how well their formation was which caused suspicion. He read that Grimm possessed intelligent after a long period of time, but the way they were formatted was that of a military tactic. This level of strategic planning was something that the Grimm should not be aware of yet nor created.

Clutching a fist slowly in frustration, _"It's as I feared. Someone with the power of Unicron is controlling the Grimm behind the scenes, but who?"_

More questions filled the Prime conflicted mind. Who was this Herald of Unicron? Where did he/she come from? Was this foe a Cybertronian like he was? Why are they doing this? What was the purpose of this senseless war? The biggest question he asked himself of all was if Megatron was the one responsible for this. After all, he still has the Blood of Unicron coursing through his veins. Optimus highly doubt that it was him because the look in Megatron's eyes showed he was done with power and conquest before exiling himself from Cybertron.

Optimus was broke out of his trance when the Grimm started to roar. _"The answers for those questions will come later."_ He transformed his bracers into its sword mode as he slowly marched towards the Grimm, "Surviving this battle is my top priority."

His helmet slid the mouth guards out of his helmet and connected, signaling he was ready for battle. The Grimm charged forward while Optimus move a lot faster and made a war cry.

* * *

Meanwhile back on top of the cliff overlooking the forest, Ozpin was holding his cane and a Scroll as Goodwitch was giving him a report of the students pairing.

"Our last pair has been formed, sir." Next she pressed a screen of one pair then another, "Nora Valkyrie and Lie Ren. Poor boy. I can't possibly imagine those two getting along. Still, he's probably better off than Ms. Nikos."

"Hmm."

"I don't care what his transcripts say, that Jaune fellow is not ready for this level of combat. I guess we'll find out soon enough. At their current pace, they should reach the temple within a few minutes. Speaking of which, what did you as relics this year?" The man did not answer her causing Goodwitch to look at him with concern, "... Professor Ozpin?"

Ozpin was paying attention to two particular students on his Scroll. One was the young miss Ruby Rose and Optimus Prime, but out of the two of them Optimus was the one who had his full attention. While Ruby was sitting around, Optimus was engage in combat with a huge amount of Grimm. Usually, he or a teacher would intervene since the student was too green to fight so many on their own. Yet Optimus was slaying them no problem switching from blasting to slicing them down.

Ever since Qrow brought him here, Ozpin has been curious about the young Prime. Despite his age, he was far wiser than anyone his age should be and older. His view of the world was something that took people years to come to and he was far more mature than most teenagers are. During the video, he noticed something interesting in his eyes. His eyes showed a fierce determination to survive, intense focus, and a strong drive to protect. Such eyes could only be seen in the eyes of soldiers or experience Huntsmen/Huntresses. Eyes that shouldn't belong to a young man.

Ozpin lifted his head as he stared into the distance. Just who was Optimus Prime? What did he go through? Why does he fight and what was his reason? What was he trying to protect? More and more questions echoed inside the man's head as his curiosity grew for the Prime. All he knows for sure that Optimus was the key in turning the tide against the Grimm like Qrow said.

 _"Let us see where your path takes you, Optimus Prime."_

* * *

It took him awhile, but he was able to overcome the overwhelming Grimm attack. There was only five of them left, 3 Beowolves and 2 Ursas. The environment around was damage from the battle. Trees were broken from throwing some Grimm, claws could be spotted around, and some areas where scorch markings could be found from Optimus' miss shots. Optimus was panting from exhaustion as sweat slid down his face underneath his helmet and tightening his fist. He had his swords out and he was ready to finish the battle.

A Beowolf leaped towards him, but Optimus ducked. Next he blocked a barrage of claw attacks from the other two Beowolves by using his Aura to enhance his strength. Sadly, he was running low and he needed to finish this quickly. Optimus pushed one of the claws back allowing him to stab the Beowolf's head. This was follow by kicking the other Beowolf in the guts to provide some space. An Ursa charged at him to get the jump on him; however, it was useless. Optimus cut off its left arm causing the Ursa to roar in pain. This allowed Optimus finish it off by stabbing the Ursa through the chest.

The second Ursa was able to pin Optimus to the ground from behind. Before the bear Grimm could bit his head off, Optimus brought his right arm up and the sword was in the Ursa's mouth. The Ursa was trying desperately to break through the sword by biting the sword over and over again. Optimus was struggling to keep the Grimm from eating his head he needed to a plan and fast. It wasn't long until a plan come into his mind when he saw the Ursa's head. While it was chewing on his sword, Optimus head-butted the Grimm. The impact caused the mask face to crack a little forcing the Grimm to let go of Optimus so it could clutch its head. As it roared in pain, Optimus shoved his sword into the Ursa's head from underneath its chin.

The two Beowolves circled around the Prime for a bit before leaping towards him. Optimus rolled forward to dodge and ended them by blasting them in the face. Once they disappeared in light, Optimus called off his blasters and placed a hand on the ground to provide support as he panted. Despite his additional training, he was still not use to this body's limitations. One of these limitations was the stamina. In his old form, he never had to worry about being tired, but now he have too. Fighting against so many Grimm took a toll on Optimus along with the amount of Aura he used. He learned from his reading that if someone's Aura reach a critical low they would be expose to fatal blows or being knock out. He had a lot of training to do to overcome this limitation.

Optimus' instinct started to tick him causing him to grab something from behind and slamming it to the ground. Quickly getting out his sword, Optimus was about to kill his attacker, but stop. The thing he was pinning down wasn't a Grimm, but Yang Xiao Long. His hand that was pinning her down was at her throat and the sword was an inch away from piercing her skull.

Optimus called of his sword and mouth guards in order to stand up and help Yang back on her feet, "Yang! I am so sorry! I didn't know it was you."

The smiling Yang rubbed her throat as she flapped a hand up and down, "It's fine. But damn you got some sweet moves. How did you do that?"

"I have sharp instincts and I always react to them."

"Then there no need to apologies. If I was in your shoes I would do the same."

Optimus looked down for a moment in guilt, "Still that was terrible error in my part. I almost killed you from relying on my instincts and I am sorry. Allow me to make this up to you, Yang."

A devilish smirk appeared on the blonde's face as she got closer to him, pressing her chest against his torso and giving a seductive stare at him, "Anything~?"

"Anything." Optimus was trying to figure out why she was acting this way, but couldn't find the answer.

"Well then..." she said as her smile gotten even bigger.

"Yang, knock it off. This isn't the time for this", a new voice entered the conversation. The two look to see Blake standing there with her arms cross. Yang walked over to her to have a chat leaving an awed Optimus.

 _"Wait... She was flirting with me? That was it?"_ Optimus rubbed his forehead and sighed, " _Primus help me if my obliviousness get me in major trouble in the future."_ He could handle the toughest of foes and overcome impossible odds, but when it certain things like flirting for example he was clueless. Like the time when he overlook human customs when Jack, Miko, and Ralph enter his world.

Blake turned to Optimus and smiled, "Good to see you again, Optimus."

"Good to see you too, Blake."

Yang's eyes shift from one person to the other as she placed a finger on her chin, "You two know each other?"

"We ran into each other yesterday and this morning", he answered. "I take it that you two are partners?"

"Yep!" Yang answered with a thumbs up.

"What about you?" Blake asked because she couldn't find Optimus' partner anywhere.

"Unfortunately, I am the only one left without a partner."

"Really? There should be someone else that..."

"There isn't Yang. I counted the number of students at the cliff and there was an odd number. No matter what there was going to be one without a partner and it appeared that I am the unlucky one."

"That's unfortunate", Blake said before examining the area around them, "By the way, what happen here?"

"Grimm."

"There must have been a lot of them judging by the look of this."

"You are correct, Blake. Which reminds me, Yang why did try to sucker punch me?"

"Oh! Well... Hehe... that's a funny story", she nervously said as she scratched the back of her head.

"We heard some noises of a fight nearby and decided to check it out. That when we saw the pointy part of your helmet causing Yang here to charge right in believing that it was a Grimm. We couldn't tell that it was you since we couldn't see through the bushes", Blake explained while Yang sweated a little.

"Yeah... sorry about that."

"It's okay, you were just trying to save a life of a fellow classmate and you just mistook me for a Grimm. Don't worry about it. We all make mistake."

This caused Yang to smile at him, "Yeah you're right. So um where are we going again?"

Blake rolled her eyes and she pointed north, "We're heading toward the temple to collect a relic then bring it back to the cliff."

"Oh yeah!"

Optimus chuckled a little, "We should get moving before the Grimm find us again." The two girls nodded in agreement and the trio headed north.

It didn't take them long to find it. The open temple was in ruins. It was missing pieces of stone in certain places and moss hanged down off the top. Platforms could be spotted inside the interior in a circular line. The three went for a closer look and were surprise at what the relics were.

"Chess pieces?" Blake questioned as she got closer to the pillar holding a black piece.

Yang placed her hands on her hip, "Some of them are missing. Look like we weren't the first ones here."

"Well... I guess we should pick one."

"Indeed", Optimus nodded as he continued to look at the pieces.

Yang was staring at a white Knight piece for a bit before picking it up, "How about a cute little pony?"

Blake simply said sure as Optimus gave her a confused look, "Yang that is called a Knight. Not a pony."

"Whatever it's call, it is definitely a pony in my book, OP."

"If you say so."

"What piece are you going to take, Optimus?" Blake asked.

Optimus continued to search for a piece to take until something shined at him. Curious, he followed the light only to find a light blue crystal piece sitting on a stone between two empty platforms. It was strange to find an extra piece here, but Optimus had a strong suspicion that Ozpin place it here for him to find.

He picked it up and showed it to Blake and Yang as he walk over to them, "I will be taking this one."

"That wasn't too hard", Yang commented.

"Well, it's not like this place is very difficult to find", Blake added on with a smile.

Soon a loud shriek echoed the air causing the teens to be on guard. Yang wondered what should they do, but Blake was too busy looking up to the sky. Optimus and Yang look up to see Ruby falling straight towards them. Out of nowhere, Jaune came flying in from the side and collided with Ruby. The two then crashed into a tree leaving the group on the ground speechless.

"Was that... Ruby and Jaune?", Optimus asked.

Blake stepped forward to get a closer look at the tree they crashed into while asking Yang a question, "Did your sister just fall from the sky?"

"I-" Yang was about to answer when a growling noise and trees falling interrupted her. Coming out of the woods was a Ursa swinging its paws around like crazy before a pink lighting killed it from behind. Rolling off the dead corpse was an orange hair girl in pink who looked disappointed.

"Aww. It's broken."

Coming from behind the Grimm, a boy in green took a moment to catch his breath before speaking to his partner, "Nora. Please... don't ever do that again." Sadly, she was long gone. She was staring at a white Rook piece with great interest before doing a happy dance with the piece on her head.

"I'm Queen of the castle! I'm Queen of the castle!"

"NORA!"

Nora stopped what she was doing as Optimus and Yang looked at her weird while Blake simply crossed her arms. She then saluted as she caught the piece as it fell of her head, "Hehehe, coming Ren!"

"Did that girl just ride in on an Ursa?" Blake said breaking the awkward atmosphere around her.

Yang was about to answer when another uninvited guest crashes in. Tracing the source of the noise, the three saw Pyrrha running away from a giant scorpion which was call a Death Stalker. She rolled around to dodge the giant claws attacks. Optimus sweated a little because he wonder what other crazy thing was going to happen next. Ruby jumped out of the tree and landed near Yang who was about to hug her.

"Ruby?"

"Yang!"

Right when they about to embrace someone popped between them, freezing them in their place, "NORA!"

Blake continued to watch the chase with a neutral look while Yang was trembling in anger, "Did she just run all the way here with a Death Stalker on her tail?"

Optimus was about to answer when Yang burst into flames along with her eyes turning red. Optimus blinked as Yang just shouted, "I can't take it anymore! Could everyone just chill out for two seconds before something crazy happens again!?"

Too bad for her, there was one last crazy thing left. Up in the sky a giant black Grimm bird, which is called Nevermore, was flying around with Weiss holding on one of its talons. Optimus noticed that she couldn't hold on for long and decided to act. Looking at a nearby tree and how high Weiss was he formulated a plan to save her. He dashed towards the tree and quickly climbed it. Jaune just happen to notice the falling Heiress and was about to jump to save her, but Optimus ran across the branch he was on causing him to fall.

The young Prime leaped off the end of the branch and stuck his arms out for Weiss. Once he caught her he performed the next phase of his plan. "Hang on."

Weiss unconsciously wrapped her arms around Optimus' neck and shut her eyes as Optimus performed his landing strategy for a second time. He flipped forward and slid a little before stopping in front of everybody. The group jaws were dropped at Optimus' performance then closing them as Jaune limp over to them as he rubbed his head. Weiss opened her eyes only to see she was being carried by Optimus in a bridal style causing her cheeks to turn slightly pink.

Optimus gently placed her down, "Are you hurt, Miss Schnee?"

"I'm fine thanks to you", Weiss answered as she straighten her clothes.

Optimus sighed in relief, "Good."

Soon Pyrrha slid in front of body catching everyone's attention. "Great! The gang's all here! Now we can die together!" Yang sarcastically said.

"Not if I can help it!"

Everyone watched as Ruby pulled out her scythe and headed towards the Death Stalker. The Grimm knock her back with it claw. Ruby quickly got up and decided to run after shooting at it head for a second. Yang ran towards her to save her with Optimus not too far behind. The Nevermore was coming in and it spread it wings. The Grimm flapped it wings firing a barrage of sharp feathers at it prey. Ruby's hood got pinned by one of the feathers forcing her to stop while Yang came to a halt to avoid being skewed. The scorpion Grimm was in striking range of Ruby and was ready to strike her with it stinger.

"Ruby, get out of there!" Yang shouted.

"I'm trying!"

"RUBY!"

Ruby looked up to see the stinger coming right toward her. She closed her eyes and embrace for her end.

"No one's dying on my watch..."

The young reaper slowly opened her eyes to see who voice was that. Her eyes widen as saucers at what was in front of her. Her savior was none other than Optimus who was blocking the stinger with both his forearms. He had his weapon in gauntlet mode and channeled a good portion of his remaining Aura into his arms to provide a shield for them. It was a power struggle between the two and Optimus couldn't hold it for long. Luckily a white symbol appeared beneath the Grimm causing Optimus to shove the stinger to the side. The scorpion's stinger and one of it claw were soon engulfed in ice a second later providing a chance to escape. The one responsible was Weiss.

Optimus pulled out the feather allowing Ruby's hood to become free. Before she could thank him her body froze in fear as Optimus gave her his serious commando stare. He spoke in a serious yet calming tone, "That was extremely reckless of you, Ruby! You could have gotten yourself killed."

"I was just trying to help" she said in a scared tone.

"By charging in headstrong at the Grimm? You know what you were just now? You weren't warrior... you weren't a Huntress... you were a child."

"I was just trying to show that I can do this and prove to everybody that I'm not some child!"

"This has nothing to do about showing what you're capable of. It's about working together as a team and learning that no one can accomplish anything on their own."

"But!"

"Ruby..." Optimus spoke in a comforting tone which eased her scared body along with placing a hand on her shoulder, "I understand that you want to help people and I'm not telling you stop. I'm trying to tell you that you can't do everything on your own. Look." She turned to see the new friends she made and her partner as Optimus continued his speech, "You have friends to help you now and are willing to stand by you. You don't have to face everything alone. We are stronger together as one."

Optimus closed his eyes as flashes of his past appeared, _"I have watch too many young soldiers who acted just like you Ruby die in battle. I will not allow another to fall again."_

Ruby looked at the group for a moment before remembering something her mother said to her when she was a kid. She said that her strength came from her friends including her and Yang. Seeing Optimus' point, she realized that she was going against what her mother taught her and was glad that Optimus showed her ways.

She lifted her head to face the young Prime, "I understand... Thank you, Optimus."

"We're friends, Ruby, and I will always be there to help you."

She beamed at him with a big smile, "We sure are!"

Optimus smiled as Yang gave Ruby a hug before returning to his neutral expression as the Nevermore circled around them along with the Death Stalker struggling to break free.

"Guys, that thing's circling back. What are we gonna do?" Jaune asked as he pointed to giant bird.

"Look," Weiss catching everyone's attention, "there's no sense in dilly-dallying. Our objective is right in front of us."

"She's right. Our mission is to grab an artifact and make it back to the cliffs", Ruby said.

"Agreed, our quarrel with the Grimm is not our concern right now. We need to hurry. That ice won't hold that Death Stalker long", Optimus mentioned after seeing the struggling Grimm scorpion trying to break free from the ice.

"Run and live. That is an idea I can get behind", Jaune said in agreement. Ruby went to grab a Knight Piece while Jaune grabbed a Rook piece.

Optimus noticed that the ice was cracking and decided to take command, "Okay everyone, let's roll out!" Everybody nodded at the Prime and followed him.

The group made their way through the forest before encountering more ruins which led to an abandon stone tower. The Nevermore was hot on their tail and was able to fly pass them. The group scattered to find cover, each with their partner except Optimus. The giant bird landed on top of the tower, standing in their way. It wasn't long until the Death Stalker caught up forcing everybody to run for it; however, the Grimm had other plans. The Nevermore flew up and flapped its wings to fire a feather barrages. The group failed to realize that the feathers created a barrier which cut off Optimus from the group.

"Optimus! Are you okay!?" Ruby yelled in concern.

"I'm alright", he answered.

Optimus noticed how the Nevermore specifically fired its feathers to cut him off. He wondered if the Grimm were trying to separate him from the group so they could easily kill him. His train of thought was broken when a large shadow cover him. A giant stinger was about to hit him, luckily Optimus rolled to the side to dodge. Optimus was about to retaliate, but the Death Stalker bust through the feather wall. He was about to stop it when a hissing sound stop him. Optimus turned around to see a large white and black snake Grimm that was called King Taijitu. The two snakes' bodies were connected to each other at the center. His mouth guard covered came together and gauntlets appeared as he was ready for battle.

Meanwhile, the group was divided into two because of the destroyed bridge. Ren, Blake, and Pyrrha were together fighting against Death Stalker while the others were trying to fight the Nevermore. Blake noticed the large serpent behind the scorpion and wonder where did it come. Dodging it fang attacks was Optimus causing Blake to shout.

"Optimus!"

"We have to help him!", Pyrrha shouted.

Ren fired his guns at the Grimm, "Easier said than done."

"Don't worry about me!" Optimus shouted to them, "Focus on taking those two out! I'll handle this!"

Before they could say anything, Nora came flying in and slammed her hammer at the Grimm's head with Jaune flying with her. The Death Stalker pushed Nora back causing her to push Blake off the cliff. She was able to save herself by throwing her weapon onto a wall and swinging her way up. Optimus continued to dodge the snake's attacks and was about to attack. Sadly, it was stop when Optimus flipped backwards to dodge a pair claws. Standing alongside the serpent were two high class Grimm, an Alpha Beowolf and Ursa Major.

"Great", Optimus muttered.

The Grimm worked together to destroy Optimus. The Beowolf start off by launching a series of attacks consisting of lunging and swinging its claws. Next the Ursa did a combination of bites and claws attack. Optimus dodged and blocked each one of them. The two Grimm continued their attack relentlessly for bit until one of Optimus' heel hit something. Looking down then up it was none other than King Taijitu. The two serpent heads quickly constricted the Prime. Optimus used his remaining strength and Aura to hold off the pressure.

Optimus struggled to hold it off as his strength and Aura were leaving his body, _"Slag it. I can't keep this up. I have to finish this now."_

Back with the others, the two groups were victorious. Jaune, Pyrrha, Ren, and Nora were able to defeat the Death Stalker by shoving it's stinger into its head and falling off the cliff. Ruby, Weiss, Blake, and Yang defeated the Nevermore by firing the young reaper at it. This was followed by Ruby running up the cliff with her scythe impaled in the bird's neck before decapitating it. They enjoy their brief victory until Ruby remembered something important.

"Where's Optimus!?"

Before anyone could answer, a large roar echoed the air causing the group to be on guard. They turned their head to see the three Grimm not too far from them. The Alpha Beowolf and Ursa Major circled around Taijitu as it continued to squeeze something. Putting the pieces together, they group realized it was Optimus being constricted. The eight hurried over to save their friend. With her speed, Ruby came in front of everyone with her scythe in hand and was ready to kill the Grimm, but they came to a halt when the snake Grimm roared in pain.

Optimus came leaping out of Taijitu's grip and landed on the white one's head. Clutching his fist, Optimus punched the white head snake so hard that it's mask completely cracked. The white snake swung its head up and down in pain forcing Optimus to get off. Next he pulled out a gun and sword while he was in the air. He took aim at the black snake's right eye and fired. The snake roared as its red eye burns allowing Optimus to come flying down and slash its left eye.

When Optimus landed, the Beowolf tried to bite him, but it failed. Calling off his gun, Optimus gave the wolf an uppercut to the jaws breaking a few fangs too. The Ursa tried to attack next by swing its arm. Optimus dodged the swing with ease and grabbed a hold of one of its bone plated arm before cutting off the bear's limb. The Ursa roared and swung its other arm to provide distance between the Prime and Grimm.

Optimus landed in front of everybody and glared at the wounded Grimm then called off his sword and stared at his right hand, _"I don't have much Aura left... I need to finish this now."_

Channeling the last of his Aura into his fist then slamming into the ground. The impact created a light blue energy shock wave causing the Grimm to roar in pain while the others used their arms to block the brightness. When the light had faded, the teens lowered their arms to see what happen and were shock to see that the three Grimm were gone without a trace. Optimus slowly stood up to face his friends while mouth guard separate themselves.

"Whoa..." Ruby muttered.

"How did he do that?" Jaune asked.

Everyone was wondering the same thing about how Optimus performed that attack, but couldn't bring themselves to ask him. Light pierces through the cloudy sky and shine upon the Prime He simply nodded to them before the nine headed towards the cliff.

* * *

Later on in the auditorium, Ozpin was announcing the 1st year teams. On stage four students were line up in front of Ozpin while everyone else were standing. Above them was a screen showing the faces of four individuals and read off their names one by one.

"Russel Thrush. Cardin Winchester. Dove Bronzewing. Sky Lark. The four of you retrieved the black Bishop pieces. From this day forward, you will work together as Team CRDL. Led by Cardin Winchester." The room clapped for them for a bit before the next group went on stage and the screen showed new faces.

"Jaune Arc. Lie Ren. Pyrrha Nikos. Nora Valkyrie. The four of you retrieved the white Rook pieces. From this day forward, you will work together as Team JNPR. Led by Jaune Arc."

"Huh? L-led by..." Jaune asked shock.

"Congratulations young man."

"Blake Belladonna. Ruby Rose. Weiss Schnee. Yang Xiao Long. The four of you retrieved the white Knight pieces. From this day forward, you will work together as Team RWBY. Led by Ruby Rose."

Weiss was surprised to hear the announcement while Ruby was simply stun as Yang went to give her a hug for congratulations.

"Will you four stay on stage for a moment?" The girls nodded to him before Ozpin cleared his throat, "And finally Optimus Prime. You have retrieved the crystal King piece."

Optimus came on stage without his helmet. He decided it would be best to put it back in his locker for the announcement of the teams. Team RWBY stood beside the Prime with Ruby and Weiss on his left and Blake and Yang on his right.

"During the initiation, you have proven to have exceptional skills, wisdom, and courage." The screen then showed clips of Optimus battling against the Grimm. The room was speechless on how Optimus defeated a swarm of Grimm by himself along with a King Taijitu, an Alpha Beowolf, and Ursa Major. "You put your own life on the line to save a fellow student from being killed and you overcome impossible odds. This year we decided to have you be a co leader with one of the first year team. The team that you will be working together with will be Team RWBY. Congratulations."

The room clapped for once again. Ruby and Yang were happy to have Optimus to have on the team while Weiss and Blake simply smile.

Optimus smile for a moment before turning his attention to the window to see the broken moon, _"Primus please watch over my new comrades and that they will not be drag into the war that is yet to come."_

* * *

Back in the dark realm, the mysterious figure stared at the land as frustration filled her body. She felt the Grimm that were defeated by the champion of light were gone. This forced her to accept the possibility that she hope that will never come.

 **"It won't be long until _he arrives."_**

She quickly contacted one of her minions to speed up the plan and give her some new orders. If what she feared is coming then everything she worked for will be for naught.


	5. Chapter 5

**Chapter 5: First Day at Beacon**

Slowly waking up, Optimus rose and stretched his arms and straighten his back. He look over to see his new friends who were all sleeping in beds while he slept on the floor. Last night, the team received a message from Ozpin that they will receive a fifth bed by week end. Before it could become a debate on who take the beds, Optimus offered to sleep on the floor. Yang offered to share the bed with him, but she was shut down by Weiss saying it was

Optimus hurried to take a shower and get himself ready for class. He was Beacon's uniform for males which was a black suits line with gold, a blue vest, and a white shirt. There was a tie he needed to put on to make it complete, but he was struggling with it. Optimus couldn't figure out how to tie the red tie until he got out of the bathroom and place the tie on a desk.

He unbuttoned the top of his shirt and stared at the tie, _"I'll ask Ruby and the others how to do it when they wake up."_

Optimus took the opportunity to check the time and saw it was 6:30. Since he had nothing to do, he decided he should get breakfast for everybody. Remembering what Jack and Ralph said about how women took so much time getting ready it was only logical to get them breakfast. Optimus slowly creep out the door then lightly close it and headed to the cafe. When he arrived, it was completely empty of students. The only thing that could be heard was the sound of breakfast being made.

He went to the serving area to see an elderly woman placing trays of food on display. She noticed the young Prime and smiled, "Oh! Good morning, Optimus."

"Good morning to you, Mrs. Lotus." Optimus met the lunch lady during his time here before the school year began. The two met the day after Optimus arrived at Beacon; she was busy bringing in boxes into the cafe all by herself. Noticing this Optimus went to offer his assistance which she gladly accepted. After that, he continued to help her through the two weeks and the two formed a bond of friendship.

"I heard the news. You are co leader on Team RWBY. Congratulations."

"Thank you."

"So what can I do for you?"

"I am here to grab some breakfast for my friends since they are still sleeping. Is it possible for me to take four extra trays with me?"

"Of course!" She then gave him a silver trolley holding five trays that were covered, "Here you are, Optimus."

"Thank you, Mrs. Lotus."

She then gave a wide smile causing Optimus to blink in confusion, "Those girls are lucky to have a thoughtful friend like you. There aren't any chance you are trying to impress one of them?"

"Eh, what?"

"Oh nothing", she waved a hand back in down, "You should hurry back to your room with the food before it get cold."

"Alright, I'll the trolley back later. Have a good day, Mrs. Lotus."

"You too." She watched the young man push the trolley out of the cafe before sighing, "He is so innocent and pure... He's going to have a hard time dealing with girls' affections if he keeps this up."

Optimus finally arrived at the room and was about to open the door when he heard a thud and a loud cheer from a certain energetic reaper, "Goooood morning team RWBY!"

He sweated nervously as the voices of the others could be heard, _"How is Ruby this energetic this early in the morning?"_

Optimus entered the room to see RBY holding a fist up high after Ruby stated their first mission and saying 'banzai'. The girls were about to start decorating when Optimus cleared his throat, "Actually Ruby, the first thing we should do is to have breakfast."

The girls turned to see him bringing in a trolley fill with trays as their stomachs began to growl embarrassing each of them. Optimus took notice of the uniform they were wearing. All four wore a red plaid skirt, a brown jacket with a tan vest, and a white shirt with a red ribbon tied at the collar. Also, each of them had something different too. Ruby wore long black stockings and her hood with the uniform. Weiss still wore her tiara while Black still had her bow on and Yang just wore long black stockings.

"Thanks Optimus!" Ruby said with a smile as she grabbed a tray from Optimus who was handing it to them.

"Guess we kind of forget the most important meal of the day, huh?" Yang commented.

Blake nodded, "Indeed we did."

Weiss was the last to grab her, but stop when she saw something missing, "Optimus, where's your tie?"

"On the desk. I didn't know how to tie one so I just left it there. Do any of you know how to tie one?"

"You don't know how to tie a tie!?" Weiss asked in disbelief.

"I'm afraid so. I never had a need for it until now."

"How come?" Ruby asked before taking a bit out of her meal.

"Where I am from we had no need for formal wear. We simply dress in the cloths that we are comfortable in. You see, we valued the soul and actions of the individual, not the way they dressed", Optimus half-lied to them. He really hated lying to them, yet there was some truth in his words. On Cybertron, appearance means nothing to them only the individual themselves.

"Whoa, sounds like my kind of place" Yang smirked while pointing her thumb at herself.

"It's one of a kind..." Optimus muttered softly.

Weiss placed her tray on the desk and grabbed the tie then went up to Optimus, "I'll show you then."

"Thank you, Miss Schnee" Optimus said with a comfortable smile causing the heir to blush a little.

"Consider this my way of thanking you for saving me yesterday. Also, you can simply call me Weiss."

"Alright."

Weiss showed and gave detailed instructions for the Prime on tying a tie. Once she was finish, the girls got a good look at him and were surprised how good he looks in it. For some miraculous reason, the uniform suits him completely.

Optimus noticed their reactions, "Is something wrong?"

"Oh it's nothing. It's just that you look good in that" Blake answered.

Yang nodded, "Yeah. You sure are rocking that outfit."

"Thanks... I guess" Optimus whispered the last part.

The five quickly finish their breakfast and placing the trays back on the trolley. Optimus told them that he has to return the trolley back to the cafe and he'll see them in class. Once he returned the trolley, Optimus headed to class and took his seat. He watched as more and more students came then taking their seats. The only ones that weren't here were Team RWBY and JNPR causing Optimus to worry. With only a minute left before class started the two teams came charging in and took their seat. Blake and Yang sat to the right of Optimus while Weiss and Ruby sat to is left.

A man soon came in and introduced himself as Professor Peter Port. He was a middle-aged man with gray hair and mustache. He wore a double-breasted burgundy suit with gold lines and buttons and matching boots. He cleared his voice and began a lecture causing a lot of students to become bored and sleepy.

"Monsters! Demons... Prowlers of the night. Yes, the creatures of Grimm have many names. But I, merely refer to them as prey."

He then laughed a little trying to lighten the mood, but sadly it only caused Ruby to wake up and everybody else to look unamused.

"Uhh, and you shall too, upon graduating from this prestigious academy. Now as I was saying, Vale, as well as the other three kingdoms, are safe havens in an otherwise treacherous world. Our planet is absolutely teeming with creatures that would love nothing more than to tear you to pieces. And that's where we come in. Huntsmen! Huntresses..." He then made a quick tongue clicking sound which disturbed Yang a bit.

Optimus nudged her a little with his elbow and gave her look of concern asking if she was okay. Yang smirked while giving a seductive stare stating she was fine now. Optimus sweated nervously a little because he was unsure how to respond to her stare.

Professor Port continued his lecture for a bit before telling a story about himself. Ruby was busy drawing something catching the team's attention. She drew a stick figure of Professor Port and made fun of his name. Yang was snickering with Ruby, Weiss was annoyed, Blake did not notice it, and Optimus gave a small smile. He had to admit it was funny a little. The professor coughed a little to get their attention before returning to the story.

When he began talking about what the qualities of a hero, Optimus stared down for a moment. The way Professor Port was describing it was just a standard stereotype of what a hero should be. For Optimus, a hero is one who rises above himself and protects the lives of others. Also, they are willing to make the ultimate sacrifice without hesitation. People would say he was the epitome of a hero, but he would decline that. All he did was do the right thing and he wanted to protect his friends. He wasn't trying to be hero.

He was broke out of thoughts when he felt anger radiating close to him. Turning to the source it was Weiss who was ready to blow. Before he could ask what was wrong, she raised her hand up high to answer the professor's question.

"I do sir!"

Before Professor Port could speak to her, he noticed a trouble look in Prime's eyes. He remembered hearing from Ozpin that Optimus was wise beyond his age and the answers he gave were something that took adults years to conclude too. This was the perfect opportunity to see for himself.

"Optimus Prime, you seem to disagree with the morale of my story, care to explain?"

Everyone turned their attention to Optimus who was impress that Port was able to see through his neutral expression. His teammates were extremely curious about this and listen closely.

"Professor Port, is not that I disagree with the morals you mention, but you left out a few important things."

"Oh! Care to elaborate?"

Optimus nodded to him, "Of course. Being a Huntsman, a hero, or anything takes more than honor, trust, and wisdom. It takes courage and will. Courage to do the right thing even when the odds are against you and the will to protect the innocent, no matter the cost. Also, you can't claim to have these qualities just because you believe that you have it. Only your comrades and the people are the ones who can determine that for you from the actions you take."

Professor Port was highly impressed with Optimus' knowledge while the class were amaze at his words, " _Now I see why Ozpin has taken a great interest in you Optimus Prime."_

"Is there something wrong, Professor Port?" Optimus asked.

"Not at all, in fact you are absolutely right. Courage and will are two more important factors of being a Huntsman. Thank you for pointing that out, Mr. Prime."

"No problem, sir." _"Mr. Prime... That's a new one."_

"Okay then Miss Schnee, step forward and let us find out" he then revealed a cage that was rattling and loud noises could be heard from it. Judging by the sounds and the red eyes that could be seen everyone concluded that it was a Grimm. What type it was remains a mystery.

A few minutes later, Weiss came back dressed in her usual outfit, she pulled out rapier and was ready for battle.

"Gooo Weiss!" Yang cheered with a fist in the air.

"Fight well!" Blake said while waving a small flag which had _RWBY_ on it.

Optimus nodded, "Good luck."

"Yeah, represent Team RWBY!" Ruby shouted.

Weiss shifted her head to the reaper and snapped, "Ruby, I'm trying to focus."

"Oh, sorry."

"Alright. Let the match, begin" Port announced before swinging his battle-ax at the lock of the cage, releasing the Grimm within. It was none other than a Boarbatusk. The boar charged at Weiss once the cage door fell forcing the Heiress to spin around and sing her rapier at the Grimm's side before rolling.

The Grimm slowed down and turned to face Weiss. The boar Grimm felt a strong light and slowly turned its head to Optimus. The Grimm growled at him like it was saying that he was next. The Prime glared back at the boar's four red eyes until Port broke the silence.

"Ha-ha, wasn't expecting that were you?"

"Hang in there Weiss!" Ruby cheered.

The boar charged forward at her while Weiss did the same by aiming her blade directly at the Grimm's face. Sadly, her attack failed because the Grimm swung its head causing her rapier to be stuck between its tusks. Weiss struggled to free her weapon, but it was useless. Ruby continued to cheer for her teammate which caught Weiss's attention. This caused her to lose her weapon that slid across the room and her to fall backwards after dodging a couple of tusk attacks.

"Now what will you do without your weapon?" Port asked.

Weiss got up to crouch only to dodge the boar charge by a few seconds before rushing over to grab her weapon.

"Weiss, go for the belly! There's no armor underneath-"

"Stop telling me what to do!" the Heir snapped at Ruby causing her to be depressed.

The Boarbatusk then performed a rolling attack, but Weiss simply casted a light blue glyph to shield herself and having another one behind her. The impact forced the boar to land on its back exposing its sole weakness, its belly. Weiss flipped backwards on the glyph which turned black then back to light blue after she was launch towards the vulnerable boar. She stabbed the boar's belly forcing to squeals in pain then die.

As Weiss was panting, Port decided to congratulate her, "Bravo! Bravo! It appears we are indeed in the presence of a true huntress in training. I'm afraid that's all we have for today. Be sure to cover the assigned readings and, stay vigilant. Class dismissed."

Weiss stormed out of the room causing a few people to wonder what was wrong with her. Optimus; however, noticed something wrong since yesterday after the announcement of the first year teams. He decided not to confront her about it since it was a long day, but now he must. Ruby decided to chase after her leaving her team behind. It wasn't long until Optimus followed her lead while leaving Yang and Blake behind.

Optimus continued down the hall until he heard Weiss's voice and it was quite angry, "That's just it, you've done nothing to earn your position. Back at the forest you acted like what Optimus' said, a child, and you've only continued to do so."

"Weiss, where is this coming from?"

"I can't work in a team led by you. I've studied, and trained, and quite frankly I deserve better. Ozpin made a mistake." Ruby tried to reason with her, but no words came out while Weiss just walk away.

"Ruby, are you alright?"

She turned to see Optimus then look back down, "Optimus... Is she right? Did Ozpin make a mistake?"

"That remains to be seen."

"What do you mean?"

"It's only been one day Ruby. You can't let one argument from Weiss get to you."

"But in a way she's right. I have been acting like a child a little and I didn't have the training of becoming a leader."

"While those facts are true and Weiss did have education of becoming one, she lacks the vital component of being a leader."

"What's that?" she lifted her head.

"A goal."

"What?"

"Ruby, what is your goal?"

She blinked for a moment before answering him, "To become a Huntress."

"Why do you want to become a Huntress?"

"Well... It's because I want to help people."

"There's your answer."

"Huh?"

"You know what your goal is and you know who you are fighting for. Education can be a big asset, but without a goal it is meaningless. You say it with such conviction and you are determined to make your goal a reality and someday it will come true. I do not know if this is why Ozpin pick you, but if I was in his position this will be my reason for choosing you to be leader."

Ruby was completely speechless. She couldn't find the words to express her shock. She thought Ozpin only selected her by random for being leader, she never consider that her goal would play a part in this. A part of her was happy that both Optimus and Ozpin believe in her dream of becoming a Huntress, yet another part of her was still filled with doubts.

Noticing the doubtful eyes, Optimus place a hand on her shoulder tensing the young reaper, "Don't worry Ruby. You have great potential of becoming a leader. You know that you can be childish and understand that you have to work on it. Train yourself to become the leader you want to be for your team, overcome the flaws you have, and never lose hope. Also, remain true to yourself. Don't try to become someone you are not, just be yourself."

A smile slowly creep across her face and nodded, "Got it!"

Optimus smiled at her and took her hand off her shoulder, "Let me talk to Weiss. You head on back, okay?"

"Okay and good luck Optimus."

"Thank you Ruby." Optimus was about to leave until he remember something important, "Oh, one more thing Ruby, I'm sorry for snapping at you yesterday."

Ruby smiled while scratching the back of head, "It's okay Optimus. I sort of deserve it for acting reckless."

"Just don't do it again, alright?"

"Alright."

She saw him nodded and watched him walk down the hall to pursue Weiss. Once he was gone, her cheeks turn slightly pink as she smiled warmly. Optimus was the kindest person she ever met. He is always optimistic and always ready to help people. He had a calming presence about that melts away all negative emotions and replaced them with hope. Despite knowing him for a couple days, she could fully trust him completely.

"Optimus... Thank you" she muttered before heading back to Blake and Yang.

* * *

Optimus continued his search for the Heiress throughout the day. He checked every possible location that she could wind up at except for one, a balcony overlooking the school. As luck would have it there she was, staring into the distance with the sun setting over the horizon filling the sky with orangey color. He slowly walked over to her and softly called her name.

"Weiss."

She turned to him, "Oh, hi Optimus."

Optimus stood beside her staring at the scenery before shifting his gaze to her, "Weiss... something have been troubling you since yesterday, what is it?"

Weiss blinked at him, "I have no idea what you're talking about."

"Please Weiss, don't lie to me. I notice something different about you since we form Team RWBY and Ruby was made leader. Today confirm my suspicion when you lost focus during the fight with the Boarbatusk. Let me help Weiss."

"Sorry if I come out rude, but why are you doing this?"

"We are team Weiss. If there any fighting between us then its effects all of us. Whether I'm a leader or not, it is my duty as a teammate to put an end to it."

Her eyes widen at his response because she never thought he would confront her on his own. She stared in the distance and took a deep breath, "Alright... The truth is that I believe I would be a better leader for Team RWBY."

"What make you think that are a better candidate?"

"I have all the training of becoming a leader! She had no training and she act like a complete dolt unlike you!"

Optimus raise an eyebrow at her, "So it's Ruby you think that shouldn't be leader not me?"

"Yes!"

"May I ask, why you are not bother that I was made co leader and how am I any different than Ruby?"

"Unlike her, you have everything a leader should be! You are well train, educated, and understand what being a leader mean. She just making a mockery of it! I just don't understand why Ozpin chose her over you or me!"

 _"Trust me Weiss, someone as pure as you and the others shouldn't have a leader who had his hands stained in blood and preparing for a war that is coming."_ Optimus turned to the sunset and stared as memories of a similar moment flashes through his mind with Alpha Trion long ago.

He slowly took a deep breath before facing her, "Weiss, what is your goal?"

"My goal?", she asked in a confused tone, "What does that have to do with anything?"

"Please answer the question" he softly demanded as he slowly turning into his commander mode.

"To preserve the honor and name of the Schnee."

"Is that what your mind or your soul is telling you?"

"What?" she was now even more puzzled than before.

"I see a girl before me that had been given everything she wanted. Never working hard for something she desires."

"That's not even remotely true!" she retorted while Optimus narrowed his series eyes at her. "Well, not entirely true."

Optimus placed a hand over his chest and bowed a little, "Forgive my rude accusation, Weiss, but the fact is that you are allowing your jealousy control your actions. You're mad that you weren't given the position because you blindly believed it would be given to you like everything else and you're taking your anger on Ruby."

"I-uh-" Weiss was trying to protest, but she couldn't find the words she needed.

"Also Weiss, don't believe everything that you see."

The Heir blinked a couple of times, "What do you mean?"

Optimus placed his hands in his pockets as he face the setting sun, "You believed that I had training on becoming leader, correct?" She nodded to him, "The truth is that I never had formal training in my life. I was a simple archivist, or librarian, a long time ago."

Weiss's eyes widen as far as they could while her jaw simply drop showing how shock she was. "YOU! A LIBRARIAN! NO WAY!"

"It's the truth."

She stared into his light blue eyes and saw no sign of lies before forcing herself to speak, "How... did you become so strong?"

Optimus closed his eyes as he remembers the day when he first picked up arms to defend his home. Frustration burns within as he remembered those he failed to save as his fists tighten a bit more, luckily Weiss failed to notice them since they were in his pockets.

"Certain circumstances forced me to fight in order to protect what was dear to me. I had no training nor know what I was doing, many simply believed I was a fool for trying to help, but I didn't care. I only cared about saving my home and the innocent people from harm. While I lack formal training, my courage and will were stronger than any men they trained. As the battles rage on and on, I molded myself in becoming a warrior and people started to see me as a leader. I was given a few pointers on how to fight from a couple of people, but most of my skills I learn on my own through battles."

Weiss was struggling to process what she heard. She never would image something like that happen to Optimus, he's was so kind and look like he had a great childhood. Hearing this revelation shocked her to the core because she never would have image someone else having even more difficult childhood than her.

"So how did people follow you so easily?"

"It was because of my goal."

"Your goal?"

"Yes", he turned to face her and stared into her icy blue eyes, "My goal is to protect all innocent beings and their freedom. I know my battles will never end and it is a foolish goal, but I will continue to fight to defend those who cannot defend for themselves, no matter the cost."

Mix feelings swirled inside Weiss after hearing Optimus' goal. A noble and pure goal that suits him completely. This made her question if protecting her family's name and honor was the goal she wanted or something that was expected of her.

"I'll ask again, what is your goal?"

It took a couple minutes for Weiss to answer him as she look down, "I... I... don't know..."

She felt a hand on her shoulder to see it was Optimus. She raise her head to face him, "It's okay you don't know yet. People go through life trying to find the answer to that. Instead of trying to take leadership, try to work towards it. Start by helping Ruby understand the meaning of leadership and show her what she could improve on all the while you continue to hone your skills and learn from Ruby how you could become a great leader. Ruby knows her goal and what she's fighting for, but she has much to learn meaning of her goal and you help her understand. I know you of the capacity of becoming a great leader Weiss and someday it will come, but for now be the best person you can be and figure out what you are fighting for. And don't ever forget your teammates are here to help you."

His words touched her heart as she fight to control her cheeks from turning red. Optimus was probably, if not the only one other than her sister to believe in her strength. Her father has always expected her to meet the family requirements and she did so couldn't really say he believed in her. A smile aroused across her face signaling that she understands.

"Okay Optimus, I will."

Optimus returned a smile and lifted his hand, "I know you will."

* * *

Later on at night, Optimus was returning back to the room after a long hard training exercise. After he spoke to Weiss, he headed to the training arena to work on his stamina while she returned to the room. When he entered he felt a different atmosphere. There was no sign of anger nor hatred in the air which brought a smile on his face. He saw that the girls were sleeping peacefully in their new... bunk beds? He wondered and question how they manage to do that and more importantly, how are they stable since one of them was being held by ropes while the over by books.

He quickly dismissed it and headed towards the bathroom to shower and get change. Once he was finish, he proceeded to the floor where he was sleeping at and was ready to turn in, but a voice stop him.

"Optimus?"

He turned to the source, "Weiss? Sorry if I woke you."

"It's okay. Take this" she handed him another pillow.

"Are you sure?"

"Of course beside you need it more than I do."

"Thank you Weiss" he accepted her gift.

"You're welcome. Have a good night sleep, Optimus."

"You too."

Weiss returned to her bed and got herself comfortable. Before she fell asleep, she took a glimpse at Optimus one more time. A smile spread across her face as her cheeks turned slightly red, _"Optimus... Thank you for helping me."_

She quickly fell asleep while Optimus was still awake. He was questioning himself on why he told Weiss a little bit about his past. Was it to teach her a lesson or something else? He decided to deal with it later as he asked himself one question before he succumbs to drowsiness, _"What will the future hold for me and Team RWBY?"_


	6. Chapter 6

**Chapter 6: Bonding with the Team**

It's been a little over a week since the school year started and everything seem to be fine. Optimus and his friends were currently eating dinner. The group was discussing their notes they took in Professor Port's class to see if they could make sense of it. Most of his lecture has him rhapsodizing about his past glory which caused many students to fall asleep. Since it was Friday many students decided to deal with it later, but Team RWBY and JNPR decided to get it done right away.

Optimus took a look at his scroll to see it was time. He picked up his tray and was about to leave when a certain reaper called for him, "Where are you going, Optimus?"

"I'm heading to see Professor Ozpin. He requested my presence to help him with something."

"What is it?"

"I'm afraid I don't know Ruby. I see guys later."

The Prime hurried to put away his tray and headed out the door. Back with his friends, they watched him until he was gone all the while wondering what did Ozpin want with Optimus. An awkward silent atmosphere surrounded them until Jaune broke the silence.

"Ozpin calls for Optimus a lot, doesn't he?"

"Indeed" his red hair partner nodded.

"I say it's too often" Ruby added.

"Agree", Weiss nodded, "Just last week, I saw him and Optimus talking to each other when I was heading to class."

"Really? I saw him talking to Optimus a couple of days ago in the front of the statue in the avenue" Yang mentioned.

Blake lowered her book to add another piece of information, "Today, right after lunch, I saw those two chatting down the hall."

Questions filled the group's mind as they wonder why Optimus and Ozpin tend to talk to each other so often. Now that they think about it, they hardly spent time talking to Optimus other than in class, on breaks, or their living quarters. Optimus tends to leave the room at an early time then be at the class before them. Also, he usually come back in the room a late time mostly at 10. The two teams continue to wonder as questions just kept on appearing in their minds.

Ruby placed a couple of fingers on her chin, "I wonder what's Optimus' connection with Ozpin is?"

"Maybe Optimus is Ozpin's son!" Nora stated with a wide smile. The group turned to the Valkyrie and groaned a little.

"I highly doubt that's the reason, Nora" Ren said.

"It could be true!"

"No it's not! The two look nothing alike" Weiss reminded the energetic orange hair girl.

"Yeah Nora. Optimus told me that he was brought here by my uncle Qrow" Ruby explained. Yang was busy drinking her soda when she heard her uncle's name and accidently gulped the liquid down the wrong pipe.

She pounded herself a little as she gasped for air before turning to her sister, "UNCLE QROW BROUGHT HIM HERE!?"

Ruby sweated a little as she put her innocent face on, "Eh... Did I forget to mention that?"

"YES YOU DID!"

"So he was recruited then?" Pyrrha asked.

"Yeah, Optimus told me and Ruby that he was brought here by him a couple weeks before the school year started back when we first met him" Jaune informed the group.

With more and more questions being added by the second the two team grew ever curious about the young Prime especially Team RWBY. One thing for sure they have one common important question, who was Optimus Prime?

* * *

 _*Later on*_

Optimus was sitting in front of Ozpin who was drinking his coffee in his office. The two were playing a game of chess and it was Optimus' turn. Every couple of days the two have a game before they turn in. This started back when Optimus was first brought here by Qrow. After Qrow left Optimus behind, Ozpin asked if Optimus wanted to play a little game. Curious, Optimus accepted and Ozpin introduce him to chess. Since Optimus had no idea how to play, Ozpin taught him the rules and took it easy on him. To his surprise, Optimus quickly mastered the game and won. After that, they continued to play to the point where the two see each other as rivals.

Optimus moved his white Knight forward and Ozpin examined the board as he crack a smile, "Hard to believe just three weeks ago you have no idea how to play chess."

"I had a good teacher."

"I suppose so", he said before moving his black Pawn up, "I must admit that I underestimated you back then."

"You can't blame yourself for that. Taking it easy on a newbie is a common thing to do for the experience." Optimus moved his Bishop diagonally right up three spaces.

"True" Ozpin then moved his rook to out one of Optimus' pawns.

Optimus took a moment to think while asking a question, "What was it that you wanted to see me about? Are you still trying to figure out who I am?"

Tension slowly built around the room as Professor Goodwitch came in just in time. She had paper to give to the Headmaster, but when she heard Optimus' questions she decided to give it him after.

Ozpin placed his mug down and lock his fingers together, "As usual you impressed me, Optimus. Yes. I am trying to learn more about you. I can tell you carry a huge burden on your shoulders and you are far wiser than most people your age should be. Also, I can tell you are a holding a secret. A secret so great that it could affect the entire world. Despite your cooperation, I can't help myself of being weary of you. I'm going to be blunt, what are you keeping?"

Optimus stared into the Headmaster's serious eyes and counter with same level of seriousness, "You know that's funny coming from you, Professor Ozpin, since you are also keeping secrets yourself. Like what you are hiding underneath the school."

The two professors were startle by this that it caused them to widen their eyes.

"Optimus, what are you..."

The Prime turned to Goodwitch and spoke in his commando tone, "Please do not try to play innocent, Professor Goodwitch. I sense an incredible power down below. A power that belong to the world itself, not in the hands of man. Also, what are you preparing for Professor Ozpin? War?"

Ozpin narrowed his eyes at the young man while Goodwitch was trying to maintain her demeanor. _"How in the name of Remnant does he know of this!?"_

"I don't know what you're planning Professor Ozpin, but be warn. If you do anything that will harm my friends or any innocent lives, I will stop you."

Ozpin saw the flames of determination burns brightly in his eyes stating that he wasn't joking around. He was surprise, shock, really, that Optimus was aware of what was down below and tell that he was keeping a few secrets. _"I guess it take one to know one."_

"Checkmate", Optimus declared after moving his Queen up.

Ozpin stared at the board and acknowledged his defeat, "You won this time, Optimus."

"Thank you for the game." He slowly got off his chair and stretched a little, "May I please be excuse, Professor? It's getting pretty late."

"Of course", Goodwitch answered.

Optimus headed over the elevator and was about to enter when Ozpin called him. "Optimus...", the young Prime turned to see him, "I understand your suspicion, but know that I am not your enemy and I will do everything in my power to protect my students and the people too. We are ready for what is coming."

The door opened and it was time for him to leave. Before he entered, Optimus face Ozpin one last time to ask one more question, "Ask yourself this, what if you're wrong?"

The two Professors watched as the door closed and stared at it for a couple of seconds before Goodwitch broke the silence.

"He's quite the enigma isn't he, Professor Ozpin?"

"Indeed" he nodded before slowly rising and walked over to the window to see the night scenery.

"Sir, are you sure we can trust him?" Glynda asked with concern. "He knows far more than we expected and aware of what is coming. Also, his level of combat skills suggests that he fought more than just Grimm. Is it wise to let him roam around Beacon freely when we have so little information on him?"

"Glynda. I understand your concerns, but do not worry. Optimus will not harm us."

"How can you be so sure?"

"His eyes." Glynda raise an eyebrow in confusion before Ozpin explained further. "His eyes are that of a protector. A protector of the people and he will do anything to ensure they are safe. Also, he represents something that not even Huntsmen nor soldiers could ever be."

"What?" she asked with interest.

"Hope."

* * *

Meanwhile back in Team RWBY's room, the girls were in their pajamas and were relaxing. Yang was busy listening to some music from her Scroll, Blake was reading one of her books, Weiss was brushing her hair, and Ruby was writing a letter. Ruby stopped writing and place the pencil down as she sigh softly. Yang heard her sister sigh and turn off the music catching Blake and Weiss's attention.

"What's the matter little sis?"

"Well... it just that the conversation back at dinner bothered me. Do we really know Optimus at all?"

Blake closed her book and look at her leader, "What do you mean?"

"I mean we know he's smart, strong, loyal, and brave, but what else do we know about him? When was the last time the five of us just relax together as a team?"

WBY took a moment to think and got nothing. Most of the time, Optimus was usually gone during their free time, the morning, and night. The only time they are all together are in classes, lunch, and dinner. Other than those, they can't think of any other time. Weiss was struggling to decide if she should tell what she knows about Optimus or not. In the end, she decided to keep quiet about it since it was better for the team to hear it from him.

"I got nothing" Yang shrugged.

"Me either" Blake answered.

"Same" Weiss nodded.

"Exactly! Doesn't he trust us?"

Her question caused the girls to look down for a moment, asking themselves if Optimus trust them at all. Though Optimus showed no sign of mistrust, they couldn't help to wonder.

"May be we should do something about it."

RWB faced the blond brawler who was giving a mischievous smile. "What are you suggesting, Yang?"

"I suggesting we should go to Vale tomorrow as team, Weiss. That way we get to hang out with him and he won't disappear on us."

Her teammates blinked at her plan and were impress she could come up with a good one. "Whoa Yang, that's a good idea. Who knew you have it in you" Ruby said.

"Yeah", she then blinked up realizing what she said, "Hey! What's that supposed to mean!?" Blake and Weiss chuckle a little causing Yang to groan in annoyance.

"Alright then, let's set up a plan for tomorrow!" Ruby said with great enthusiasm and the four plan their day for tomorrow with the Prime.

* * *

Following his usual morning routine, Optimus got up and got change. Instead of his usual outfit, he wore navy blue sweatpants with a gray sport t-shirt and black running shoes. Ozpin was generous enough to provide him additional clothing along with a few other things since he had nothing with him when he came here. He slowly crept out the door closing it softly because he didn't want to wake up his teammates this early in the morning. Little did he know, they were planning on waking up early.

About half-hour later, an alarm went off from four different Scrolls waking the four up and they wasted no time getting ready. Once everyone was finish, the four slowly walk out the door and began their search for the Prime.

When they were in the hallway of the school, a voice startle them as they turned to see who it was, "What are you ladies doing up this early in the morning?"

""""Professor Ozpin.""""

"Morning Team RWBY" he said before taking a sip from his mug.

"Uh... We were-uh..." Ruby stammered in panic.

Ozpin smirked, "Looking for Optimus?"

The girls blinked in surprise before Ruby answered nervously, "Uh-yes..."

"Hm, you can find him in the auditorium."

"Why is he there?" Blake asked.

"Because he's training."

"Training?" Yang blinked.

"Really?" Weiss sounded surprise.

"Yes", Ozpin nodded before taking another sip, "Its part of his routine. Train early in the day then head to the library to study at night. He's been doing this ever since he came here."

The girls blinked together at once in surprise to hear that Optimus trained and studied on his free time. Now it made sense to them on how Optimus was so strong and smart. While RWB were still stun, Yang secretly made a mischievous smirk as she made a plan. She was going to ask if she could train with him one of these days to see how _skill_ he really was.

"Um sir, why are you telling us this?" Ruby asked curiously.

"I know Optimus hasn't been spending time with the team and I know you are conflicted about him trusting you, but I can assure you that isn't the case. Optimus trust you completely." This made the girls sigh in relief causing the Headmaster to smirk a little. "I suggest bringing him some water. I saw how he trained and I must admit it is quite brutal."

"What do you mean by that?" Blake asked for everyone.

"Oh, you'll see."

Once Ozpin left, Team RWBY hurried over to the auditorium. Ruby used her semblance to make a quick trip to the cafe to grab a bottle of water just in case. When they arrive, the open the door a little and poke their heads out only to see Optimus cover in sweats with 15 androids around him. They notice that Optimus doesn't have his armor on nor his gauntlets. The girls grew curious on what was he doing, but a loud robotic tone answered that for them.

 **[Android's Combat Level 10: Initiated.]**

The robots came online and raise their fists while Optimus took his fighting stance. One robot ran towards Optimus to deliver a series of quick jabs to his face, but Optimus dodge each one until catching the last one. He then twisted the robot's arm around to force it to bow allowing him to knee it in the face. The impact caused it to shut down and the others to attack. Optimus blocked and dodge each of their blows for a bit before going on the offensive. Optimus leaped over one of them then performing a roundhouse kick to the head. Two droids attempted to sucker punch him, but Optimus caught their punches and slam them together. Not a second later, Optimus punched another one in the face that was trying to attack him from behind.

The girls watched in awe as Optimus quickly defeated the remaining robots with ease. For the last one, Optimus threw the droid to the ground and deliver a punch to the face. Little did the girls know, they were about to say the same exact thing in their minds, _"Damn..."_

Optimus felt someone was watching him and shift his gaze to the door, "Who's there?" Slowly the girls reveal themselves with nervous smiles on their faces while Optimus blinked in surprise. "I didn't expect you guys to be up this early."

"Well today was exception" Yang said. Truth be told she loves to sleep late on the weekends, but she can make an exception just for today.

"Is there something special about today?"

"No."

Ruby walked over and handed him the bottle, "Here."

"Thank you, Ruby." Optimus accepted the drink and took a sip out of it. He failed to notice the smile on the reaper's face who was really glad to help despite being a small thing.

Once he finish, he wiped the sweats off his forehead before pressing a button on his Scroll to end the training program. The robots got up from the ground and went back into the wall. "So why are you guys up so early?"

"We decided as a Team to spend a day in Vale which includes you Optimus" Weiss answered.

Optimus blinked as response, "May I humbly ask, why?"

"We haven't done anything fun as team with you yet. Sure we eat together with Jaune and his team and work together in class, but whenever Team RWBY try to do something together you just disappear" Ruby explained sounding a little pouty at the end.

Optimus scratch the back of his head in guilt, "Sorry. I just so used to doing things, like training or studying, alone. It wasn't intentional it just that I can't seem to break the habit." As Optimus thought about it, he rarely spent time with the members of Team Prime or the children. Sure they did missions together and have conversations once in a while, but he couldn't recall anytime when he just have fun with them. A matter of fact when was the last time he had fun or did he had fun at all in his life.

"It's okay" Ruby forgave him.

"So when do we leave?"

"After breakfast. You may want to take a shower first" Blake suggested as she could practically smell the sweats off of him.

"Good idea. I meet you guys in the cafe." The girls nodded as they went their separate ways.

* * *

Team RWBY and Optimus were now on a Bullhead heading towards Vale. Optimus simply sore his causal outfit minus his gauntlets and armor. The girls asked why and he answered that there was no need to bring weapons to a peaceful area. Also, he doesn't feel comfortable bringing arms near innocent people. Once they land, the girls informed the Prime about the plan for today. The first place they were going to is a weapon shop for Ruby. She needed to stock up on ammunition for her Crescent Rose. Next was a clothes store to see the latest fashion which Weiss was suggested by Weiss. After, they will grab something to eat at a place of Yang choosing and then do whatever after. Finally, they will head to a book store where Blake needed to pick an order.

Optimus nodded and follow them to their first destinations. While they were walking, people began to whisper about the group. The females half were chatting about how handsome Optimus was and they were jealous that Team RWBY was hanging out with him. The males were angry and jealous that Optimus was with four young beautiful maidens and was on a date with them.

Optimus felt their stares and took a quick glance before making a confuse face, _"Why is everyone is staring at us? More importantly, why do I feel so much anger directed at me? Did I do something wrong?"_

It didn't take them long until they reach the weapon shop. While Ruby was purchasing the ammunitions, her teammates were looking around. Countless kinds of weapons hang around the store ranging for swords to sniper rifles. Weiss was examining the Dust they had to see if she needed any while Yang was with Ruby and Blake was with Optimus looking at the weapons.

Optimus had to give the people of Remnant credit for their creativity on their arsenal. They made versions not even his people had come up with. Still seeing all these weapons just brought bad memories of the war. It only got worse when he came upon a battle ax hanging on the wall. The design of the ax reminded him of Zeta who died in battle during the War for Cybertron. He recalled the short funeral that he and the Autobots gave him, using his battle ax as a memorial. Optimus still blame himself for not being able to save him, but he knows that Zeta is at peace now.

"Optimus?"

Optimus blink back to reality to see RWBY around him with looks of concern. "Yes?"

"Are you okay?" Blake asked.

"Yeah... I am...", he shift his gaze back at the ax, "Just remembering something from the past."

The girls wanted to ask further, but the look he gave force them to stop. "So, do you know how to use an ax?" Yang decided it would be best to change the conversation.

"Yes I do, but it been a long time since I used one."

"Do you want to buy one?"

"I'm afraid I don't have enough money to purchase one at the moment." Ozpin was kindly enough to provide enough money to last a semester, but for the next one he needed to make his own.

A light bulb lite up in Ruby's head, causing to snapped her fingers. "I can build one for you!"

"You can?" the Prime asked while blinking in surprise at the reaper.

"Yeah!", she then pulled out her scythe, "I built my Crescent Rose myself and I constructed a ton of other weapons back at Signal. Just tell me what or show me the blueprint of the weapon you want and I'll build it no problem."

"I'll keep that in mind" Optimus said before heading out the store.

The group then went to the clothes store next because they were having a big sale. While the girls were busy looking at the selection, Optimus found something that caught his interest. It was a plain red jacket, but he put it on to try it out. An employee of the store just happen to notice him and inform him that he could get it customize for a price. Thankfully, Weiss was willing to pay for it as a thank you for helping her last week. Optimus recalled how everyone at Beacon seems to have their own emblem to represent who they are.

The Autobots' insignia came first, but he declined the idea since it represents an army. Luckily, another idea came to mind and decided to go with that. Once it was finish, Optimus put it back on and showed it to the girls. On the front it remained the same while the back have his new emblem on the upper side which was none other than the Matrix of Leadership. It was mostly silver, but it had black outlines to give the Matrix its shape. He also had the sleeves roll up to the elbow section.

Little did he know, he attracted a crowd of women from all ages were ogling at him. RWBY's eyebrows twitch at the responses the women said about Optimus as anger build inside of them. Comments spread around like wildfire forcing Team RWBY to hurry to make the purchase before things get messy. Weiss and Ruby each grab one of Optimus' hand while Yang and Blake just push him out the door leaving Optimus in a confused state. He was going to ask what was wrong, but the look in their eyes force him to shut up. They were extremely mad and Yang's red eyes confirm that causing Optimus to sweat nervously.

 _"Perhaps it is best not to question them. I think I finally understand what Jack meant on 'never underestimate a woman's fury'."_

Yang took the group to a burger joint for lunch. Optimus, who still had his new jacket on, Yang, and Ruby ordered burgers while Weiss settle for a salad and Blake got a fish burger. The Prime stopped eating for a minute to take a look at the girls. Weiss was lecturing Yang on being a proper lady because she burped loudly as Yang told her to loosing up. Ruby tried to calm her partner down while Blake just continued to eat her meal. He softly smiled at them because he was actually having fun. Something he never had much experience of. He prayed that he could do this again in the future.

After lunch, the group went around the city to explore. The group went in and out of different shops along the way like the music shop and bakery for examples. The day flew by and it was now already 4 o'clock. The group had one last store to go to before they head back to Beacon. The final store of the day was called Tukson's Book Trade. When they enter, every shelf was filled with books and the store owner stood at the counter.

"Welcome to Tuskon's Book Trade, home to every book under the sun" he greeted.

"Hello Tuskon. I'm here to pick up my order" Blake said.

"Oh Blake, just one moment."

The rest of the group looked around to see if anything catch their interest. It wasn't long until a loud thud echoed through the store along with the sound of falling books. The group turned to see the huge book pile on the floor and emerging from the pile was Ruby.

"Sorry!"

"Its okay, are you hurt?" Tukson asked which she nodded no.

The Team decided to help clean up the pile and put them back on the shelf. Optimus was about to grab a book when he saw a strange symbol. Curious, he pushed the book on top of it aside to see an old book, but it was in good condition. On the cover was a sword pointing down with a rectangular shape at the hilt. To anybody else a sword is a sword, but to Optimus it was something else. The design of the sword was Cybertronian and it was none other than the Star Saber and the Matrix of Leadership was at the hilt.

Tuskon noticed Optimus and the book, "I was wondering where that book went."

Blake shifted her gaze to the store owner, "What's so special about it?"

"That book has been here long before I own this place. The previous owner told me that this is one of the few remaining books that was created during the time man was created."

"That can't be! There's no way a book could last this long from all the way back then!" Weiss stated in disbelief.

"Trust me miss, I have a hard time believing it too, but it's a truth."

"So, why isn't this book in a museum then?" Ruby questioned.

"No one can read it."

"What do you mean?" Yang asked.

"The entire content is written in a code that no one has ever seen before. Since nobody can decipher it, it was left to waste. See for yourself."

The girls circled around Optimus as he open the book revealing symbols and pictures. Optimus slowly flip the pages as the same symbols appear along with some new pictures.

"I have no idea what the Dust this book is saying", she scratched a cheek with a finger, "Do you guys have a clue?"

"Nope."

"Never seen it before."

"This is probably some gibberish language from back then."

"Maybe... What about you OP?" The Prime did not answer her as he continued to flip through the pages as he narrowed his surprise eyes. "Optimus?" The girls were surprise to see him not answering and wonder what was going on inside his head.

 _"This is impossible... These symbols... These letters... They're from the Language of the Ancients. How can this be? The only place to learn this is in the Iacon's Hall of Records, but those files were highly classified. The only one who had access, other than Alpha Trion, was me. No one else could have learned this... unless!"_

The next page showed a picture of an armor warrior wielding the Star Saber. The design of armor he was wearing was Cybertronian matching the Star Saber's look. Underneath the photo, were five symbols that went across.

Optimus identified the symbols causing him to speak aloud in surprise, "Prima..."

The entire room blinked and was silent for a moment before Tukson broke the silence, "You can read it!?"

Optimus blinked back to reality and turned to see the wide eyes owner, "Um... yes..."

Shaking his shock away, he smiled at him, "You can have it then, free of charge."

The teens blinked at his generosity. This was an extremely rare book he was giving away that could be worth billions. If Tukson was to give this to a museum, he could live the rest of his days in peace never have to work again. Yet he was willing to give it away for free.

"Are you sure?" the surprise kunoichi asked.

"I am. I rather see that book in his hand than here collecting dust."

"Thank you" Optimus said with a smile. Blake quickly pay for her book and the group headed back to the Bullhead to return to Beacon. Along the way, Optimus told the girls that he had a good time today and would like to do it again. The girls nodded yes to him as smile appeared on their faces.

* * *

A couple hours later, the group was back in their dorm and now in their pajamas. When they were gone, a bed had arrived for Optimus and was put near the corner. Optimus was currently at a desk reading his new book while taking notes on a note pad. Despite knowing the Ancients' language, deciphering it was still a challenge because most of these symbols and letters were different than the one he saw in the Hall of Records. One thing about time, that everything evolves after a long period including languages.

"Optimus?"

He turned to see Ruby standing right next to him bending down a little, "Yes Ruby?"

"Are you okay? You seem awfully tense ever since you got the book."

"Yeah, what's up?" Yang added who was sitting in her bed.

"Well... It's complicated..."

Weiss walked over and place a hand over his shoulder, "Optimus... we're team and we help each other. If something is troubling you, let us help."

The Prime look around to see the same look on their face like Weiss has. He wanted to tell them not to worry, but something inside him force him to tell them what is wrong. "Alright." He spun the chair around and showed the book's cover, "I know you all must be wondering how I can read the content of this book, the reason is that I've seen this before."

"You have?" Blake blinked.

"Yes, you see before I came here I used to work in a place call the Hall of Records as a librarian..."

He was interrupted by a loud thud causing everyone to turn their attention to see Yang. She somehow fell off the bed and twitch for a second before getting on her hands and knees with wide eyes, "YOU A LIBRANIAN!? NO WAY!"

"Is it really that hard to believe?"

"YES!"

Optimus notice Blake and Ruby had a similar expression as Yang and simply sighed, "Anyway, while I was working there I came across a file that had symbols and letters similar to the one in this book. This language is also referred as the Language of the Ancients."

"Why is it called that?" Ruby wondered.

"The Ancients use these symbols and letters as a mean of communication not only among themselves, but to leave important messages for future generations."

"Messages for future generations?" Weiss repeated softly.

"Yes. While I am unfamiliar on how this book lasted this long through the ages, it was a good thing we found it. The messages that the Ancients leave usual holds valuable information which thought to be lost to the ravages of time. Also, to warn us of dangers to come. The Ancients possess technology that long been lost to what we consider modern science."

The girls were shock to hear such a powerful race was willingly leave information for future generations. Not many important figures leaves a ton of information except the ones they think is important.

"So, you think this book will help us?" Blake asked.

"Indeed, but", he turned to the book around to have the cover facing his face, "it has been a long time since I've seen this language so I'm going off my memories. Also, some of these symbols are written differently than the one I saw. Still I will decipher this book no matter what."

"We can help!"

Optimus turned to the reaper and blinked, "What?"

"We break this book together! You can teach us the language in return we can help you decode this book faster! As you know five heads are better than one" Ruby explained with a smile.

Optimus blinked for a second before giving a soft smile, "Thank you, Ruby."

"We're team Optimus. We do things together."

"You're right."

Ruby raised an index finger in the air, "Okay Team RWBY! Our first Team's assignment is to decipher this book!" The girls nodded as a smirk appear on the Prime's face. "But first!" Ruby landed on her bed and pulled the covers, "We need some sleep."

"Agree, it's been a long day" Weiss agreed and headed to her bed then Blake and Yang followed their lead.

Optimus nodded in agreement and place the book back on the desk. He took one more glimpse at the book before heading to bed, _"Whatever lies in this book is the key to defeating the rising darkness."_

* * *

Meanwhile on top of a roof overlooking a lively city, a shadowy female figure was standing underneath the moonlight. As one of her eyes glow piercing the darkness, she looked at her Scroll. She rereading a message she got recently and was surprise that she was given new instructions. Speeding up the plan wasn't too much of a surprise, but the order of finding a certain person shocked her.

She repeated a line in the message, " _Find the person who powers resonate with yours..."_

She put her Scroll away before facing the broken moon. Questions linger in her mind at the new orders. Why must she find this person? How can his power be connected to hers? Who was this person and what was so special about him? Why must she either recruit or kill him? Most important of all, how can he pose a threat to the plan?

Still a small smirk appeared on her face, intrigue to find out more of this person. Luckily for her, she was given coordinates where her target was and it was none other than Beacon Academy. "Let us see who this person is."


	7. Chapter 7

**Chapter 7: Jaunedice, Dark Prophecy, and Tales**

A couple weeks pass since the trip to Vale and a lot of things change since then. Optimus became more involve with Team RWBY by participating in small activities with them while the girls did the same with him. Blake and Weiss were able to learn the Language of the Ancient in a short amount time while it took Ruby a bit longer to learn. Yang decided it was best for her to stay out of it since she was terrible with books. RWB's assistance proven to be a great help in deciphering the book and they were able to decode 1/4 of the content.

Also, the girls decided to train with Optimus in the morning. The young Prime provided tips on how to improve their fighting style after testing their skills himself. Yang needed to improve her foot work and learn some kicking moves because Optimus was able to defeat her easily numerous times thanks to those flaws.

Blake's style was unique in Optimus' eyes, but left to many openings for Blake to get hurt. He demonstrated how open she was by grabbing the black ribbon and pulling right in. She needed to find a way to avoid swinging her weapon to often and to change her weapon modes faster.

Weiss has a perfect stance and concentration, but she rely too much of Dust and a rapier fighting style. Optimus explain to her that she have to study different sword styles in order to improve her techniques and find a way to use little Dust as possible.

Finally, Ruby was probably the easiest to find flaws. Despite her speed and handle with her scythe, she used the same attack patterns over and over again. He informed her that she needed to find new ways of attacking and utilize her speed to take control of the battle.

Overall they grew a lot closer over the past two week and they were stronger than ever. Shame that couldn't be said for Team JNPR. Though Pyrrha, Ren, and Nora showed improvements, Jaune remain the same. He was currently fighting against Team CRDL's leader, Cardin Winchester, on the auditorium stage while everybody else simply watch.

Cardin was tall man with indigo eyes and burnt-orange hair that combed backwards. He wore silver-gray armor with gold trimmings while his chest plate had a golden bird with its wings outstretched. Underneath his armor was a black shirt with red trimmings and black pants. In his hands he wielded a black mace which was resting on one of his shoulder.

Jaune was tired and could barely stand. He used his sword to support his body from falling while Cardin was at peak condition. Using last pit of his strength, Jaune charges forward, but Cardin avoided it by sliding to his left. Cardin then swung his mace at Jaune, knocking a few feet away. Wasting no time, Jaune got back up and charge again. Only this time Cardin blocked the sword strike with his mace.

He pushed the sword back in order to face Jaune, "This is the part where you lose."

"Over my dead-" Jaune was cut short when Cardin kneed him right in the stomach. Jaune was force to fall and curled up while trying to get back on his feet. Meanwhile, Cardin raise his mace in the air as he prepare to deliver the finishing blow. Luckily for Jaune, a buzzer went off and a new voice broke the silence.

"Cardin, that's enough." Professor Goodwitch stepped forward as two monitor each holding a picture of the boys appeared, "Students, as you can see Mr. Arc's aura has now dropped into the red. In a tournament style duel, this would indicate that Jaune is no longer fit for battle and the official may call the match.

She then turned to Jaune who manage to get himself up a little, "Mister Arc, it's been weeks now, please try to refer to your Scroll during combat. Gauging your aura will help you to decide when it is appropriate to attack or when it's better to move to a more... defensive strategy. We wouldn't want you to be gobbled up by a Beowolf, now would we?"

"Speak for yourself..." Cardin said before leaving the stage.

"Remember everyone! The Vytal Festival is only a few months away! It won't be long before students from the other kingdoms start arriving in Vale, so keep practicing! Those who choose to compete in the combat tournament will be representing all of Vale!"

Soon the bell rings and everyone started to leave. Team RWBY was excited for the upcoming festival while Pyrrha continued to look at Jaune with a frown while the blond knight hanged his head in shame. Optimus one last look at him before leaving as he prayed Jaune will overcome his current predicament.

* * *

The two teams were now eating lunch in the cafeteria, each doing their own thing. Blake and Optimus were busy reading their books, Weiss was trimming her nails, Pyrrha and Ruby stared at the quiet Jaune who was in a slump, and Yang listened to Nora's tale with Ren.

"So... There we were... In the middle of the night..." Nora started off.

Ren corrected her in his usual monotone voice, "It was day."

"We were surrounded by Ursa..."

"They were Beowolves."

"DOZENS OF THEM!"

"Two of them."

"But they were no match and in the end... Ren and I took them down and made a boatload of Lien selling Ursa skin rugs!" she finished with her arms cross and a smile.

Ren look down for a moment and sigh, "Ah... She's been having this reoccurring dream for nearly a month now..."

Pyrrha glanced over to her leader, "Jaune, are you okay?"

"Huh?" he said before putting on a fake smile, "Oh, yeah! Why?"

"It's just that you seem a little... not okay..." Ruby explained with a frown.

Everyone faced him except for Optimus who was too focused on his book. It wasn't that didn't care for Jaune, it was that he cannot offer any help for the knight. The Prime could tell what his problem is and that was to believe his own strength. This was a task that Jaune must complete alone, only he can overcome his self-doubts, nobody else.

The Spartan kept bringing up all the times Cardin bullied him since the first week of school, but Jaune continued to deny the truth. The group offered to their assistance to help Jaune and Nora even suggested to break his Cardin's legs. Jaune said he was fine causing everyone to look sad. Their attention was soon brought over to a table not too far from them where Cardin was pulling on a rabbit Faunus' ears while his Team mocked her. The group just watched in disgust to see such actions while Optimus could not stand idly by.

Optimus closed the book hard causing everyone to face him and blink. He handed the book to the kunoichi who just stared at it for a moment then to Optimus. "Please hold this for me Blake."

"S-sure" she was able to say. The group never saw this side of Optimus before. Truthfully, it was scaring them.

They watch as walked over to Team CRDL's table who were still mocking the rabbit Faunus. He then grabbed the wrist of their leader forcing him to let go of the Faunus. The bullies look to see who it was only to see a serious Optimus while his friends were shock by his action.

"Stand down, Cardin."

"Or else what?" he retorted only to receive a sharp pain on his wrist.

His team was about to attack, but one look at Optimus stop them in their place. Something about his glare caused them to freeze in fear. Optimus tightens his grip more as he glared in Cardin's eyes, "Stand **down.** This is your only warning, **do** you understand?"

Grunting through the pain, Cardin forcibly nodded, "A-Alright."

Optimus let go of the brute's wrist and walk over to the rabbit who couldn't move. She closed her eyes embracing for what may come only to feel a hand on her shoulder. She slowly opened her eyes to see the hand then to a concern look from her savior.

"Are you okay?"

"Y-yes" she stuttered in shock before wincing in pain.

Optimus notice it and offer a hand, "Let me hold that tray for you."

"Thank you" she said before giving her tray to him which allowed her to massage her rabbit ears to dull the pain from being pulled.

Optimus guided her back to his table while everybody was shell shock. Optimus blinked a few times in confusion before placing the tray in front of Faunus and sitting down next to her then face his friends, "What's the matter?"

"W-What! Y-You! How! Why!" Ruby tried to say, but couldn't find the right words. She was shock along with the rest of the group to see Optimus took such an action. They would have thought he would contact a teacher first, but boy were they wrong.

Weiss was able to recover first and was able to explain, "It just that... we didn't think you would do something like that."

"While I do always choose to resolve things peacefully, I am not afraid to use actions only if it is necessary."

"You believe it was necessary in this case?" Pyrrha asked.

"Yes."

The group blinked on how quick he responded without a second thought. The Faunus was surprised to hear such words from a Human. Normally, they would ignore discrimination that Faunus, like herself, endure and move along. So seeing a human willingly helping her was like a dream come true.

Optimus turned to the Faunus and offered a handshake, "Allow me to introduce myself, I'm Optimus Prime."

She was hesitant about shaking his hand, but the comfort his eyes melt away the hesitation, "V-Velvet Scarlatina."

"How are your ears, if you don't mind me asking?"

"They're better now, thank you" she answered while rubbing on of them.

"That's good. At least you weren't seriously hurt."

His comment caused her cheeks to burn slightly pink causing her shift her gaze and Optimus to blink in confusion. Before he could ask what was wrong, a certain blondie entered the conversation, "Hey OP?"

"Yes Yang?"

"Not trying to sound racist or anything, but why did you help her?" Yang asked curiously. She wasn't the only one who wanted to know everybody, especially Blake and Velvet, wanted to hear his reason.

"It was the right thing to do."

The group eyes widen for a response while Yang continued to ask questions, "We get that, but... Aren't you worried about how the other students will treat you? They might look down on you for helping a Faunus, no offense."

Velvet just shook her head stating it was alright before shifting his attention to the Prime, "Yeah, normally people us differently and you helping me will cause major problems." The group looked down for a moment waiting for the shock reaction from Optimus, but what they heard was not what they were expecting.

"So?"

The group turned to him with his arms cross while their eyes widen. Weiss managed to regain her composer before speaking, "What? Aren't you worried?"

"Why would I be worried over the action I take? I don't regret it and I would do it again if I must."

 _"What?"_ the group asked together.

"Things like reputation, status, or popularity doesn't interest me. Doing the right thing and helping those in need are far more important than self-glory."

"Really?" Yang asked in disbelief.

"Yes, really. Also, I don't see anything different between us and the Faunus."

The group grew confused to what Optimus meant be that. They were different yet he boldly said that they were not. Curious, Blake asked the question that was one everyone minds, "What do you mean?"

"Though physically we are, but spiritually we are one and the same. We live in the same world, we share the same sky, the same stars, and have the same dream to live in world in peace. Tell me, what other difference do we have from them?"

The group all looked at each other and ponder to come up with an answer, but came up with nothing. Two particular females were shock to hear such words from him. Blake now looked at Optimus with greater respect and interest while Velvet has a slight blush on her face. For the Faunus, she never thought she will see the day when a human treated her kind with such respect. Though the humans on her team treated her kindly, they paled in comparison to Optimus.

A small smirk appeared on Blake's face, "You sure are one of a kind, Optimus."

"Yeah", Velvet nodded in agreement, "You're one of a few people who doesn't treat me like a monster."

He turned to her with a serious gaze, "Monsters are those who harm the innocent and you are far from being a monster, Velvet."

This caused the rabbit Faunus's blush gotten a little redder causing to face the opposite direction. Being the concern type, Optimus quickly ask if something was wrong, but she said she was fine. All the while, Cardin glared at the Prime swearing he will pay for this embarrassment.

* * *

The group was now in their history class with Professor Oobleck. They were currently trying to listen to his lecture on the Faunus War, but it proven to be a difficult task for most students. Some were trying to stay awake while others tried to understand what he was saying. Professor Oobleck always gave his lectures in a hyperactive manner.

Optimus was sitting next to Weiss reading his book while Blake sat next to Pyrrha right in front of them. Jaune was busy snoring and Cardin was simply ignoring the lecture.

As he continued on while pointing to numerous areas on the map which was on the board, Optimus continued to decipher the book. He learned about the Faunus War and such during his time at the library and he can recall every detail the books said about it. So instead of paying attention to the Professor, he decided to spend his time working on the book. As he flipped the page, it showed something that really stunned him.

It showed a large image, which took two pages to complete show it, of a swarm of Grimm across the land attacking everything in sight. Behind the beasts, were shadowy figures standing over cliff almost like they were ordering the Grimm to attack. Above the figures was a gigantic figure completely made out of shadows and it appeared to some sort of devil. In a sky a black comet flew across hovering over the shadowy devil. Underneath it the picture was a message written in code.

Before Optimus read the message, he instinctively recognized who the devil and softly muttered his name, "Unicron..." He shifted his sight at the message and began reading it aloud inside his head.

 _"When the Black Comet comes, darkness shall rise_

 _The sky will blacken_

 _The land will turn ravage_

 _The oceans will become turmoil_

 _Hope will become nothing_

 _Spawns of the Chaos Bringer will devour the Light of Creation leaving the shroud of Chaos to rise_

 _Emerging from the madness the Heralds of Chaos will rise_

 _Bringing the age of destruction and the return of Bringer of Chaos"_

This message left a strange taste in his mouth. He prayed that he was wrong, but everything he feared is coming true. The Grimm being related to Unicron, a Herald being responsible, and the rising darkness is Unicron. This was exactly like the time back on Earth when Unicron reawaken. Just like before, Optimus will stop this dark prophecy from coming true even if it cost him his life. He was broke out of his trance when the Professor spoke really loudly.

"Yes! Yes, prior to the Faunus Rights Revolution, more popularly known as the Faunus War, humankind was quite, quite adamant about centralizing Faunus population in Menagerie." The Professor stopped for a moment to take a sip of his coffee before continuing the lecture, "Now! While this must feel like ancient history to many of you, it is imperative to remember that these are relatively recent events! Why the repercussions of the uprising can still be seen to this day!"

 _"Seriously, how much does he drink? I don't remember Agent Fowler drinking this much coffee"_ Optimus asked himself as he putted his book away.

Professor Oobleck took another sip of his drink and began appearing and reappearing, "Now! Have any among you been subjugated or discriminated because of your Faunus heritage?"

It took a few seconds, a couple of students raised their hands. Among them was Velvet who took her time raising her hand.

"Dreadful, simply dreadful! Remember, students, it is precisely this kind of ignorance breeds violence! I mean, I mean, I mean just look at what happened to the White Fang! Now, which one of you young scholars can tell me what many theorists believe to be the turning point in the third year of the war?"

Weiss quickly raised her hand to answer, "The battle at Fort Castle."

"Precisely! And, who can tell me the advantage the Faunus had over General Lagune's forces?"

While Professor Oobleck asked the question, Cardin made a paper football and flick it at Jaune causing him to wake up. Unfortunately for him, he accidently raised his hand catching the attention of certain teacher.

"Mr. Arc! Finally contributing to class! This is excellent! Excellent! What is the answer?"

"Uhhhh... the answer... the advantage, uhh of the Faunus... uhh had over that guy's stuff..." Pyrrha tried to give him the answer by performing some hand gestures, but sadly Jaune misinterpreted it. "Um, b-binoculars!"

Sadly for him, the students just laugh at him and Professor Oobleck look unamused. Pyrrha simply slapped herself in the face as Optimus shook his head. Cardin was enjoying it completely because he was the one who forced Jaune to embarrass himself.

"Very funny, Mr. Arc! Cardin, perhaps you would care to share your thoughts on the subject?"

"Well, I know it's a lot easier to train an animal than a soldier" he answered calmly as Optimus glared at him. He couldn't believe how disrespectful Cardin was to the Faunus he was acting like a Decepticon.

"You're not the most open-minded of individuals, are you, Cardin?" Pyrrha asked.

"What? You got a problem?" he snapped with a smug expression.

"No, I have the answer! It's night vision. Many Faunus are known to have nearly-perfect sight in the dark."

"General Lagune was inexperienced and made the mistake of trying to ambush the Faunus in their sleep. His massive army was outmatched, and the General was captured" Blake added on.

Optimus nodded in agreement, "Also, the Faunus has excellent hearing so trying to ambush them was a careless mistake on the General's part. It's not just the Faunus' advantages, his pride and lust for power played a role. He was so blind by his emotions that he failed to learn more about the Faunus which led to his capture and defeat.

"Correct!" the Professor said enthusiastically.

Blake turned to face Cardin, "Perhaps if he'd paid attention in class, he wouldn't have been remembered as such a failure."

Cardin clutched a fist in anger and stood up, but he was stop in his place by Oobleck, "Mr. Winchester, please take your seat." Jaune began to laugh softly sadly it did not go unnoticed. "You and Mr. Arc can both see me after class for additional readings."

After class, Optimus went ahead with Blake and Weiss for the library. Blake and Weiss decided to hang out with Optimus more by going to the library to either study or help with the book. Out of the two of them, Blake spent more time in the library with Optimus since she is a big fan of reading. Once in a while, Blake lent one of her book to him so he could take a break from reading history except for her private collections. She can't allow him to read those. The two never disturbed each other in their readings and they discussed what they like and dislike.

The trio noticed Pyrrha stay behind for Jaune caused Weiss to sigh, "Honestly! How could Jaune not know the answer?"

"Maybe he got stage fright?" Blake suggested.

"Perhaps, but the answer is quite simple."

"Whatever the reason, if Jaune don't get his act together he will fall behind" Optimus said which the two girls nodded in agreement. Before they made a turn, Optimus noticed Pyrrha dragging Jaune to the opposite direction. He hoped Pyrrha will get through to him, but something tells him that it won't.

A buzz rang from the Prime's pocket and it was his Scroll. He quickly opened it to see message from Ozpin asking him to come to office immediately. Optimus narrowed his eyes at the message before putting it away, "I'm sorry guys, but Professor Ozpin wants to see me now."

"Why does he need to see you?" Blake asked.

"I don't know, but it seems urgent. Sorry for leaving you guys. Could we do this tomorrow?"

WB looked at each then to Optimus, ""Sure.""

"Okay, I'll see you guys back in the dorms" he said before leaving them to see Ozpin.

* * *

Meanwhile, Pyrrha guided Jaune to their destination. It was one of the rooftops of a building, with a clear view of the central tower of Beacon. The sky was dark fill with countless stars and a green orb of light from the central tower.

"Pyrrha, I know that I'm going through a hard time right now, but I'm not... THAT depressed", he said as he look over the edge, "I can always be a farmer or something..."

It took her minute, but she realized what he meant and shoved him back a little, "N-no! That's not why I brought you up here! Jaune, I know you're having a difficult time in class and that you're still not the strongest of fighters, so... I want to help you."

"W-what?"

"We can train up here after class where no one can bother us!"

"You think I need help?" Jaune asked while scratching the back of his head.

"N-no! No, that's not what I meant."

"But you just said it."

"Jaune, everybody needs a little push from time to time. It doesn't make you any different from the rest of us. You made it to Beacon that speaks volumes of what you're capable of!"

Jaune turned away from her and look down, "You're wrong... I-I don't belong here."

"That's a terrible thing to say, of course you do!"

"No I don't!" Jaune snapped causing Pyrrha to be confused. "I wasn't really accepted into Beacon."

"Wh-what do you mean?"

"I mean, I didn't go to Combat School! I didn't pass any tests! I didn't earn my spot at this Academy! I lied! I got my hands on some fake transcripts and I lied" Jaune admitted.

"What? But, why?"

"Because, this is what I always wanted to be! My father, my grandfather, and his father before him were all warriors! They were all heroes! I wanted to be one too... I was never good enough."

Pyrrha tried to comfort him by placing a hand on his shoulder, "Then let me help you."

"I don't want any help!" Jaune retorted and back away from her, "I don't want to be the damsel in distress! I want to be the hero!"

"Jaune, I-"

"I am tired of being the lovable idiot, stuck in a tree while his friends fight for their lives! Don't you understand!? If I can't do this on my own... Then what good am I?"

Pyrrha didn't know what to say nor do. She tried to reach for his hand to comfort him, but Jaune step back.

"Just, leave me alone. Okay?"

Pyrrha stared at him for a moment then look down, "If that's what you think is best."

Jaune watched as his partner walk away as he made a few paces. He came to a halt when a familiar mocking laugh echoed through the air. Turning around he recognized who it was.

"Oh, Jaune..."

"Cardin!"

A devilish smirk spread across his face as he slowly cross his arms, "I couldn't help but overhear you two from my dorm room. So, you snuck into Beacon, huh? I got to say Jaune, I never expected you to be such a rebel."

"Please Cardin, please, don't tell anyone!" he begged.

"Jaune, come on, I'd never rat out a friend like that."

"Uh, a friend?" Jaune asked hesitantly.

Cardin wrapped an arm around Jaune's neck to put him in a headlock, "Of course. We're friends now, Jauney boy. And the way I see it, as long as you're there for me when I need you, we'll be friends for a long time." He let go of him allowing Jaune to gasp for air for just a moment then rub the top of his head. "That being said... I really don't have time to do those extra readings Dr. Oobleck gave us today. Think you could take care of that for me, buddy?"

Jaune reluctantly nodded yes which made Cardin smile even more.

"That's what I thought. Don't worry Jaune; you're secret's safe with me."

Jaune watched him climb down the ledge as he questioned himself on how did he ended up in this situation.

* * *

Inside the headmaster's office, Ozpin sat at his desk with Glynda standing right beside him. It was a quiet atmosphere as they waited for the Prime.

Glynda crossed her arms and stared at Ozpin, "I still can't believe you're doing this."

"We have no choice. He knows what under the school and he must learn the truth."

"He's just a child! He's far too young understand the magnitude of this situation."

"Glynda, whether he's young or not, he deserves to know the truth." Ozpin placed a hand over the other as he rested his elbows on his desk, "Besides, if what Qrow say is true, he must join us."

The witch simply looked the other way and sighed in defeat. A beep entered the room along with a pair of doors open. Coming out was Optimus who took his seat in front of them. He noticed the change in atmosphere and decided to get straight to the point.

"Hello Professors, is there something that you need from me?"

"Yes, could you tell me what is your favorite fairy tale?"


	8. Chapter 8

**Chapter 8: The Rise in Forever Fall**

It was peaceful night for many of Beacon's students except for Team JNPR. Inside their room, NPR was doing their own thing while their leader was out. Pyrrha was staring out the window with a sad expression on her face while Nora jump up and down the bed as Ren was cleaning StormFlower. Jaune hasn't been hanging out with them for past couple weeks causing the Amazon to be extremely concern. The reason is that he's been hanging with Team CRDL.

"How come Jaune gets home late?" Nora asked.

"He's become rather scarce ever since he's been fraternizing with CRDL" he added while he did the finishing touches on StormFlower.

"That's weird. Doesn't he know we have a field trip tomorrow? We need our rest!" she said before twirling in the midair and landed on her back.

"I'm sure our leader knows exactly what he's doing" Pyrrha angrily said causing Nora and Ren to exchange glances.

"Hmm... I guess so."

Little did they know, Jaune was right outside the door listening to everything they said through the crack of the door. He softly closed the door as he felt ashamed.

"Jaune?"

The new voice startled the knight and causing him to turn around to see Optimus who was sweating from his training. "Oh! Hey, Optimus."

"Did you lock yourself out again?"

"Uh, nope! I got my Scroll right here!" he pulled out his Scroll and attempted to laugh.

Optimus narrowed his eyes at him, "Something been troubling you, Jaune. What's wrong?"

"I uh... I messed up. I did something I shouldn't have and now Cardin's got me on a leash and Pyrrha won't even talk to me... I'm starting to think coming to this school was a bad idea." Jaune slowly slid down to the floor and look down, "I'm a failure."

Optimus just stared at the knight before walking over and leaning against the wall with his arms cross. He took a deep breath and stared down at Jaune, "We all make mistake Jaune, nobody is perfect. Also, you are not a failure."

"What?" he questioned in disbelief.

"You say you are a failure, if that so then why are trying so hard to correct your mistake? A true failure would have given up and seek something else yet you remain. You're determined Jaune and you understand that you made a mistake and you want to fix it. That is one of the many things to being a leader."

"But, what if I'm a failure at being a leader?"

"Then work even harder at it. Jaune, this isn't about you anymore. You are now leader of a team and you must take the responsibilities of being a leader whether you like to or not. Your teammates are counting on you to guide them and keep them safe."

Jaune sighed in depress as he hang his head, "How can I? I'm weak and pathetic, how can I be a leader? How can I overcome this?"

"Rise."

"What?" he blinked as he looked up at Optimus.

"Rise above yourself, that is how you can overcome your current predicament, but you must do this with your own strength and courage. Nobody else can do this except you, Jaune. Remember, true heroes aren't born nor train, they rise."

"Rise?" he softly muttered. Optimus simply nodded and headed towards his room, but before he enter he face Jaune one last time.

"Jaune... if you can't do this for yourself then do it for your team. They need you whether you realize it or not."

Jaune watch Optimus closed the door behind him before standing back up. Feeling the encouragement in his words, Jaune felt ready to face his team. His courage was short live as a message beep from his Scroll. He quickly opened it up only to see it was a message from Cardin and decided to replay the message.

" _Hey! It's your buddy Cardin. I know you're probably busy with that dust project I gave you, but I gonna need you to go out and get me a bag of rapier wasps. And make sure they've got some really big stingers. It's important, so don't screw this up!"_

Jaune shut his Scroll quickly and sighed before walking down the hallways to get the wasps for Cardin.

Meanwhile, Optimus had just finished taking a shower and was ready for bed. He looked to see that his teammates were sleeping peacefully. A small smirk spread across his face when he noticed the pile of blueprints on Ruby's bed. She has been busy coming up with a triple changer weapon for him. He requested it could be change to a battle ax and a longsword. For the third, he said that Ruby can pick it which brought great joy. He lay down on his bed, but couldn't fall asleep. Every night since Ozpin showed him Beacon's secret from two weeks ago, he couldn't get it out of his mind. He closed his eyes as the images of the event flashes through his mind.

* * *

 _*Flashback*_

 _"Excuse me?" Optimus asked._

 _"What is your favorite fairy tale? Surely you must have read some when you were young" Ozpin repeated himself as a small smirk arouse across his face._

 _"Um Professor Ozpin, when speak of tales are talking about like ones like 'The Four Maidens'?"_

 _"Yes, is that your favorite?"_

 _Optimus shook his head, "No, I just making sure if that what you were referring to."_

 _"Well, what is your favorite then?"_

 _Optimus took a moment to think and couldn't come up with anything. He never truly read any fictional tales in his life not even during his time on Earth. Still a tale is a tale and one came to mind even though it is true._

 _"There's one, but it is not one you are familiar with."_

 _"Oh?" he said curiously._

 _"It's a tale that been pass down through generations that only been known to my kind. So I doubt you heard of this before. I will give the short version of it since the tale is quite long."_

 _Glynda narrowed her eyes at the Prime, "Really? What's so special about this story?"_

 _"Such a question hasn't been asked before..." He took a moment allowing Ozpin and Glynda to ready for themselves for the tale, "Before the beginning, two Gods came in existence, Primus and Unicron. One the incarnation of creation, the other of destruction. For eons, Primus and Unicron battled... the balance of power shifting between them more times than could be counted. Only by creating the Thirteen, the ancestors of my people, was Primus finally able to defeat Unicron and cast him out. Primus became one with the very core of our planet creating life throughout the planet while Unicron was never heard from again."_

 _The two professors were quite intrigue with this tale. In all their life, they never heard of a story that told the battle between two Gods nor how Thirteen warriors defeated the God of Destruction. While mostly intrigue, Ozpin was also concern. This brought up questions about how the Grimm was form and if they were created by this 'Unicron'. He simply pushed that to the back of his mind for now and focus on what's important._

 _"Quite a tale there, I must admit it really fascinate me."_

 _"I understand your fascination, but may I ask why did you want to my favorite tale?"_

 _"Out of curiosity. Anyway, tell me do you the tale of the seasons?"_

 _"The basic of it... I now that four travelling sisters came across an old hermit. Each of them showed him their kindness in their own unique way. Moved by this, he granted them powers so that they could spread their kindness around the world. They graciously accepted and promise to share their gifts with the people of Remnant until the end of days."_

 _"Correct" Glynda said._

 _Optimus noticed the change in their eyes and decided to get to the matter at hand, "What is this about?"_

 _Ozpin grabbed his cane and stood up before heading to the elevator, "Follow me."_

 _A few moments later, the elevator came to a halt. As the doors open and the two Professors walked forward, Optimus took a moment to examine the interior. It was a large vast vault and its only light source came from wall-mounted torches which gave off a pale green light. The Prime quickly followed the Professors as the steps echoed through the room, but stop when they reach the end of the corridor. Ozpin turned around to face Optimus giving the signal to step forward._

 _The Prime slowly walk passed them and wonder what was in front of him, but what he saw caught him off guard. "What is this?"_

 _In front of him was highly advance technology which was Atlas design with two pods and three panels all connected to each other, but the equipment isn't what shocked him. Inside one of the pods was a light brown woman with terrible scars on her face. Optimus slowly approach the pod and place his hand on it only to see she wasn't responding._

 _"Is she..."_

 _"Alive? Yes, but for how long, we do not know."_

 _Optimus turned to the Headmaster, "What's going on here?"_

 _"Optimus... The tale of the Four Maidens is real. The woman inside the pod, Amber, is the current Fall Maiden."_

 _"What?"_

 _"The Maidens have existed for thousands of years, possessing vast amount of power that is greater than dust, like magic. Much like in nature, the seasons change, no two summers are alike. When a Maiden dies, her powers leave her body and seeks out a new host. Ensuring that the seasons are never lost and that no individual can hold on onto that power forever" Glynda explained._

 _"What is your involvement in this?"_

 _"We are the guardians of the Maidens. We protect them along with the world. Before the Maidens were targeted by power-hungry individuals who hoped to inherit their powers. To avoid this, the guardians were form to prevent such a thing from happening. Soon the tales of the Maidens soon became legend."_

 _Optimus took a moment to take all this in despite his experience of dealing with this kind of situation before. "How does the power chooses it host?"_

 _"Before it usually goes to young women, but as the years went by we discover it was more intimate. The first candidate is the one in the Maidens' final thought to be tested, but if the person is a male, too old, or eligible it chooses a host at random."_

 _"This is what we have keeping underneath the school, Optimus. The only ones who know about this are the other guardians."_

 _"But, why is she here? What happen to her?"_

 _Ozpin sighed as his hand tightens his cane in frustration of failure, "She was attack and part of her powers were stolen. Something like this has never happen before and it causing her to slowly die. We keeping her alive with this equipment because we are unaware what will happen when she pass."_

 _Optimus glimpse over his shoulder for a second realizing what may happen, "Her powers might go to her assailant..."_

 _"Yes and that would not bode well for us nor society" Ozpin nodded in confirmation._

 _"Why now?", Optimus place a hand over his chest, "Why tell me all of this now?"_

 _"I want you to join our cause."_

 _"Join you?" he said._

 _Ozpin nodded and rest his empty hand on his cane, "Yes... Optimus you possess a power... a power that never been seen nor heard before. I don't know why or how you were given this gift, but you play an important role in future. You are the key to turning the tide against the Grimm. Your power will light the people of Remnant darkest hour. Will you join us?"_

 _"I..."_

* * *

Ozpin allowed him time to think it over as long as he wanted to give his answer. He slowly opened his eyes and sigh, "I should give them my answer tomorrow."

 _*Next Day*_

The first years were currently walking through the forest. Professor Goodwitch was guiding the students while they were All the trees were red and countless leaves fell from them slowly. Most of the students were transfix on its beauty it had a different effect on Optimus. The deep red reminded him of a battle back on Cybertron he fought during the final days of the war. He was broke out of his train of thought by the voice of Glynda.

"Yes students, the Forest of Forever Fall is indeed beautiful. But we are not here to sight-see. Professor Peaches asked all of you to collect samples from the trees deep inside this forest. And I'm here to make sure that none of you die while doing so." She came to a halt forcing the students to stop and Jaune, who was carrying a suitcase and seven bottles, to bump into Cardin. "Each of you is to gather one jar's worth of red sap; however, this forest is full of the creatures of Grimm, so be sure to stay by your teammates. We will rendezvous back here at four o'clock. Have fun!"

Cardin smirked and quickly grabbed a hold of Jaune, "Come on, buddy! Let's go."

Jaune look down for a moment then to his team who was heading in the opposite direction. Pyrrha stop for a moment and exchange looks with Jaune. Jaune wanted to go with them, but couldn't since Cardin knows he secret. If he doesn't want the bully to tell Goodwitch about his secret, he must go along with him. He stared at the ground before heading off with Cardin as Pyrrha sigh.

Before Optimus left, he turned to Glynda and softly whisper to her, "Tell Ozpin, I will join you."

Glynda nodded at the Prime, "I will. Welcome to our cause, Optimus."

"Optimus! Come on, what's the hold up!" Ruby shouted.

Optimus waved to her stating he's on his way right before he nodded to Glynda. Once he caught up with his team, the witch took out her Scroll and contacted Ozpin immediately to tell him the news.

Later on, on top of a hill where Team CRDL was sitting around while Jaune collected the sap for them. They decided to have the blond knigt do the work for him since he practically will do anything to keep his secret safe. Once he collected the sap, Jaune headed back to CRDL only to drop the jars and fall to the ground.

"Hey. Great work, Jauney boy. Now that wasn't too hard, was it?" Cardin said before standing up.

Jaune slowly raise himself and sniffle a little, "I think I'm allergic to this stuff..."

"Great, great great. So, Jaune, I bet you're asking yourself, _why did my buddy Cardin ask me to collect seven jars of tree sap when there's five of us?_ "

"That is one of the many questions that I have asked myself today, yes."

"Well, come with me and you'll find out."

"Oh..." Jaune groaned.

The five peak their heads over the hilltop to see Team JNPR and Team RWBY. The two groups were nearly done collecting their sap for Professor Peach except for Ren and Nora. Ren just finish filling his bottle and was about to do Nora's, but she quickly drank the entire thing. Ren caught a little annoy with her while she scratch the back of her head with an embarrass smile.

"Cardin," Jaune turned to his left side, "what's going on?"

Cardin just glared down at the group, but his gaze was only focus on two certain individuals, "Payback."

Jaune instantly realize who he was referring to and slowly turn his at them, "Pyrrha... and Optimus? What are you-?"

"That's right. Red-haired know-it-all thinks she so smart and that Faunus lover who think he's a hero", Cardin then reach for something behind and pulled out a box which had a large _W_ on it and it was buzzing, "Alright, boys. Last night ol' Jaune here managed to round up an entire box of rapier wasps. And now, we're going put them to work."

Russel grabs Jaune's shoulder causing him to chuckle nervously.

"Now, according to one of the essays he wrote for me last week, these nasty things looove sweets. I'm thinking it's time we teach them a thing or two."

CRDL all got up leaving before took a hand that Cardin offered, only to receive a jar to the guts.

"And you're going to do it."

"Do what?"

"Hit them with the sap! Either that, or I'll have a chat with Goodwitch, and you'll be on the first airship out of Beacon."

Jaune stared at the jar for a moment before to Team CRDL who had devilish grin on their faces. He prepared himself to throw the sap, but stop as he stared at the smiling Pyrrha. His hand began to shake in hesitation. He was conflicted inside on what to do, should he throw the sap to save his position here at Beacon or don't do it? He didn't know what to do as his shakiness gotten worse.

 _"Rise."_

Jaune blinked, swearing he heard Optimus' voice. He shift his gaze to Optimus, who was talking to Ruby, and recalled his words from last night. It slowly echoed louder and louder, but only one word strike him the most, rise. After a moment of silence, his body slowly steeled himself and lowered his arms.

"No."

"What did you say?" Cardin demanded as his team started to glare at the blonde.

"I said... NO!" He threw the jar at Cardin's chest surprising the bullies. If he did this before he would be scared, but Optimus' words gave him the courage to finally stand up for himself. "You're a bully, Cardin. You pick on the weak just to make you feel good, but no more. Say what you want to Goodwitch, I won't let you harm my team."

Cardin snickered as he shook his head, "Oh-ho-ho, you've done it now."

The bullies grab hold of Jaune as they began to beat him up, but Cardin did most of the beating. Cardin mocked him stating that he was going to send him back to mommy into teeny, tiny, pieces while his teammates just laugh. Jaune stared back at Cardin and told him to do what he wanted, but he won't harm his team. Cardin became piss at his tough guy act and aimed for his head, but the impact caused him to let go of Jaune and grasp his fist. Jaune look at his hands to see his aura glowing for a moment before being push to the ground.

Before they could continue, a loud roar entered the air and it belonged to an Ursa. The Grimm sniffed the air for a second until it caught wind of a peculiar scent of the tree sap. It noticed the sap on Cardin's armor causing his teammates to run away except Jaune. The Ursa smack him to the side and crawled towards him. Jaune watch as the Grimm knocked Cardin's mace out of his hands.

Back with Team RWBY and JNPR, Optimus was talking to his team before he felt something strange. He glimpse over his shoulder to the direction to see RDL of Team CRDL running towards them along with a loud roar. Russel shouted that there was Ursa and it got Cardin.

Pyrrha then drop her jar as a result, "Jaune!"

"Yang!", Ruby shouted, "You and Blake, go get Professor Goodwitch."

"You two, go with them! There could be more" Pyrrha ordered her teammates as she along with Ruby, Weiss, and Optimus took out their weapons. The two nodded and went after Blake and Yang.

Meanwhile, Cardin was running away from the Ursa. The Grimm jumped over him and smack him down.

"Crap, crap, crap!" Cardin attempted to crawl away.

The four arrive to witness the finishing blow to Cardin. They were about to thwart the Ursa's attack, but someone beat them to it. It was none other than Jaune. Optimus, along with Pyrrha, notice something different about him. He was no longer full of doubt, now he was full of confident and courage. Weiss was about to intervene, but Optimus lowered her weapon and shook his head.

"Let's Jaune handle this."

Jaune pushed back the paw before taking a swing at the Ursa. The Grimm recovered and attacked the knight. Jaune rolled to the side to dodge the first strike then jump over the second, but the third strike hit him. Jaune rolled backwards for a second before getting back up and charge at it. The Ursa smack him down to the ground in midair. This did not stop Jaune from getting back up and stood tall.

Optimus called off his weapons and crack a small smirk, _"Well done, Jaune. You finally rise above yourself."_

Jaune look at his Scroll to see his Aura was in the red zone, he needed to end this battle now. He charged at the Ursa while it did the same. Pyrrha noticed the raise paw and decided to intervene. She lifted her hand as a black Aura surrounded it along with Jaune's shield, raising up enough to block the blow. Jaune withstood the impact and pushed it aside to slice off the Ursa's head.

Prryha lowered her hand and smiled while Ruby was completely confused to what has transpired, "Uh, what?"

"How did you..."

"Well, Ruby has her Speed, you have your Glyphs, my semblance is Polarity."

"Ah, you can control poles."

"No, you dunce! It means she has control over magnetism" Weiss explained to her partner.

"Magnets are cool, too."

Weiss noticed Pyrrha turning around, "Wait, where are you going?"

"Yeah, we gotta tell them what happened" Ruby added.

"We could", she turned to her partner with a smile, "or, perhaps, we could just keep it our little secret."

RW smiled in agreement before watching Jaune helping Cardin up. He told Cardin never to mess with his friends ever again with a serious tone. The bully just stared at him and reluctantly agreed to his terms. Jaune then left him behind to go back to his team. The RW decided to follow his lead, but Ruby soon realized something and look around.

"Where's Optimus go?" Weiss looked around and couldn't find him either. The two wonder where he went and why he left them.

* * *

Once the battle was over, the Prime decided to leave things since there was no need for him to get involve, but he made one quick stop before getting back with the others. He was currently standing in the middle of the forest all alone, rhapsodizing about the past. Despite the forest beautiful and calming atmosphere, the deep red remind him one of the bloodiest battle he ever fought. It was the one of battles to defend the Ark. Megatron launch a massive assault at Autobot City to destroy the Ark. In a few short moments, the entire area was burning red, gun fires echoed through the air along with clash of melee weapons and numerous explosions, the night sky blackens with smoke, and countless bodies were piling up.

Optimus grabbed his shaking fist as he remembered all those he failed to save. He took a moment to pay his respects to his fallen brothers and softly muttered, "You're sacrifices will never be forgotten."

"Optimus?"

The Prime turned to see Blake and Yang, each held a look of concern on their face. He let go of his fist before speaking with them. "Blake, Yang, what's up?"

The two got closer to him and took their places by his side. It was quiet for a few seconds before Blake asked a question.

"Are you okay? Ever since we land, you seem a little down."

"And trust me, coming from Blake, that's saying something" Yang teased, trying to help lighten up the mood only to receive a glare from partner.

Optimus look back to the sky as a leaves fell on his face for a second before sliding off. He was a little conflicted to what he should say. A part of him told him to say he was okay while the other told to open up a little. He didn't want to lie to his team any more than he had to so he chose the open option.

"* _Sigh*_ Just remembering something from the past."

Blake rested a hand on his shoulder, "Do you want to talk about it?"

He shook his head, "I'm afraid talking will not really help me in this case."

"Why is that? Surely, talking about it will help."

"In most cases, yes, but this is different."

"If it bother you that much then why don't you just forget about it? I mean you save yourself getting gray hair at an early age" Yang joked a little. Blake just slapped herself in the face at her partner's antics and wonder if she truly understands the situation.

"Yang, it's not like I don't want to remember, I have to remember", he raise his hand up a little and clutched it as flashes of his fallen comrades appear for his eyes. He quickly opened his eyes to see two hands on his fist.

"Optimus, if anything bothering you we'll be there to help" Blake said.

Yang nodded with a smile, "Yeah. When you're ready to talk about it just let us know! I'm sure Ruby and Weiss will be happy to help, too."

The Prime look at them for a moment as a small smile appeared on his face, "Thank you."

"Let's head back to the others."

Blake and Yang lifted their hands and headed back. Optimus paid his respects one last time before following them.

* * *

Later on at night, Jaune was standing alone on the roof overlooking the school when a voice broke the silence.

"No Cardin tonight? I thought you two were best buds?"

Jaune slowly turn his gaze to see Pyrrha, "Pyrrha, I'm sorry. I was a jerk. You were only trying to be nice and *sigh* I-I had all this stupid macho stuff in my head-"

"Jaune", she interrupted, "It's okay." The two began to smile for a moment knowing that things are back to normal. "Your team really misses their leader, you know. You should come down, Ren made pancakes. No syrup, though, you can thank Nora for that."

Jaune look down for a moment then to his partner, "Wait! I know that I don't deserve it for all that happened, but... would you still be willing to help me? To help me become a better fighter."

Pyrrha turned around only to smirk at his request while Jaune was a bit worried. She walked towards him and pushed him to the ground.

"Hey!"

"Your stance is all wrong. You need to be wider and lower to the ground." She then helped him up as he smiled with joy. "Let's try that again."


	9. Chapter 9

**Chapter 9: Stray and Sharing Pain**

It was just another day for Team RWBY except they were currently exploring Vale instead of being at school. The town was completely filled with red, green, and yellow streamers and balloons hang above the group. The reason is because the Vytal Festival is coming soon to Vale and people from the other kingdoms were coming to participate. The group stopped to see an elderly man hanging a sign stating ' _Welcome to Vale'_ in big red letters.

"The Vytal Festival! Oh this is absolutely wonderful!" Weiss smiled while clasping her hands together.

"I don't think I've seen you smile this much Weiss. It's kind of weirding me out..." Ruby commented her partner sounding a little concern.

"How could you not smile? A festival dedicated to the cultures of the world! There will be dances, parades, a tournament! Oh the amount of planning and organization that goes into this event is simply breath taking."

" _*Sigh*_ You really know how to take a good thing and make it sound boring" Yang complained with her arms cross.

"Quiet you!"

"Still, it's a sight to behold. All the kingdoms gathering together to celebrate the festival" Optimus replied. He was amaze such an event would gather people all around the world together. He never been one for any sorts of celebrations, but he might make an exception.

"Thank you Optimus" Weiss said graciously with a smile.

"Remind me again why we're spending our Friday afternoon visiting the stupid docks?" Yang asked as the group stop by the railing overlooking the port.

Ruby took a sniff of the air causing her to hold her nose, "Ugh, they smell like fish."

"I've heard that students visiting from Vacuo will be arriving by ship today. And as a representative of Beacon I feel as though it is my solemn duty to welcome them to this fine kingdom."

"She wants to spy on them so she'll have an upper hand in the tournament" Blake said causing Weiss to face her.

"Ah! You can't prove that!"

Optimus was about to say something when he heard Ruby's surprise voice, "Woah."

"What's wrong Ruby?"

The group looked to see what the reaper was looking at and were startle. It was a store and it was complete trash. The entry to it was block off with police tape along with two officers. The group went over to find out more by asking one of the officers.

"What happened here?"

"Robbery. Second Dust Shop to be hit this week. This place is turning to a jungle."

"That's terrible" Yang scoffed.

Fortunately for the group, the officers spoke a little loud making them able to eavesdrop on their conversation.

"They left all the money again."

"Yeah, this doesn't make a lick of sense. Who needs that much dust?"

"I dunno, an army?"

"You thinkin' the uh, White Fang?"

"Yeah, I'm thinking we don't get paid enough."

"Hmph. The White Fang. What an awful bunch of degenerates" Weiss commented catching everybody's attention.

"What's your problem?" Blake asked.

"My problem? I simply don't care for the criminally insane."

"The White Fang is hardly a bunch of psychopaths. They're collection of misguided Faunus."

"Misguided? They want to wipe humanity off the face of the planet!"

"So then they're _'very'_ misguided. Either way, it doesn't explain why they would rob a Dust shop in the middle of downtown Vale."

Optimus placed a couple a fingers on his chin as he ponder the information as the girls continue with their conversation, _"Still, why do they need that much Dust and what for? Dust can use for numerous things, but the White Fang seems well equip as it is, so why? They could be preparing for an all-out attack, but that would cost them too much man power to do it and they won't attack their own."_

"Hey! Stop that Faunus!"

The group ran over to the source to see a couple of sailors chasing after a Faunus. He has a tan-skinned body, short spiky light-blond hair, and dark-grey eyes. His attire consists of an open jacket, blue cargo pants accompany with a white belt, red wrist bracers, black and gold sneakers, and a gold necklace. The team watched him leap off the boat and hang by the lamp post with his tail indicating he was a Monkey Faunus.

The cops hurried over to the dock and approach him, "Hey. Get down from there this instant." His answer was a banana peel to the face.

The Faunus leap over them and snickered before running. The team watched him run up the stairs and soon pass them, but before he was out of their sight he gave Blake a quick wink. Yang joked about Weiss seeing the competition before Weiss declared they have to follow him. The girls ran after him, but Optimus took one last glance at the store before following them. He can't help feeling that this was a prelude to the main event, but what he was unsure of.

He caught up to the girls only to see that they lost the Faunus and Weiss ran into someone. The person was a girl with green eyes and short, curly orange hair Also, she has freckles on her light skin. She wore a pink bow, an old fashion blouse with a feminine overall, a black and green collar and matching black stockings. The Heiress quickly got up after the girl on the ground smiled, "Salutations!"

"Uh... hello" Ruby greeted.

"Are you... okay?" Yang asked weirdly.

"I'm wonderful. Thank you for asking."

The group was a bit confuse at her behavior and wonder if she hit her head a little too hard. Optimus went over and offer a hand, "Let me help you up."

"No thank you" she replied before getting up and the girls took a step back as a response. "My name is Penny. It's a pleasure to meet you!"

"Hi Penny. I'm Ruby."

"I'm Weiss."

"Blake."

"Are you sure you didn't hit your head?" Blake elbowed her partner to side for asking that question. "Oh, I'm Yang."

"Optimus."

"That's an unusual name."

"I get that a lot" Optimus answered.

"Anyway, it's a pleasure to meet you!"

"You already said that" Weiss pointed out.

"So I did."

"Well, sorry for running into you" Weiss apologies before walking away.

"Take care, friend" Ruby said before following Weiss' lead.

While the girls were a little creep out by Penny's behavior, Optimus was puzzle. He could sense an Aura inside her, but he sensed something else. Something didn't seem right about her. He broke out of his trance when Penny reappeared in front of them. Now he knows something was different about her. He decided to stay out of the conversation since he had no clue what they are talking about nor understood why Weiss and Ruby are defending that they are wearing combat skirts.

 _"I will never understand women's behavior nor interest."_

The conversation turned a complete turn when Weiss ask Penny if she knew the Faunus. The Heiress kept belittling the Faunus until Blake finally snapped and told her to stop. Things got even more heated as Weiss went out of line stating that he will join the White Fang over time. Blake retorted by calling her an ignorant brat which led her and Weiss into a heated argument that lasted all the way back to their room. Normally, Optimus would resolve this kind of situation, but something was telling him not to interfere.

"I don't understand why this is causing such a problem."

"That _'is'_ the problem!"

"You realize you're defending an organization that hates humanity, don't you? The Faunus of the White Fang are pure evil."

"There's no such thing as _'pure evil'_! Why do you think they hate humanity so much!? It's because of people like Cardin, people like you that force the White Fang to take drastic measures!"

"People like me!?"

"You're discriminatory!"

"I'm a victim!"

The room went dead silence as the two just stared at each other. No one bother making a sound until Weiss finally spoke.

"You want to know 'why' I despise the White Fang? Why I don't particularly trust the Faunus?", Weiss slowly approach the open window and place a hand on the bureau, "It's because they've been at war with my family for years. War. As in actual bloodshed. My grandfather's company has had a target painted across its back for as long as I can remember. And ever since I was a child, I've watched family friends disappeared, board members executed, an entire train car full of Dust... stolen. And every day, my father would come home furious, and that made for a very difficult childhood."

Optimus noticed the Heiress clutch her hand into a fist giving a look of sympathy, _"Weiss..."_

Ruby decided to walk over hoping to end this discussion peacefully while placing a hand on her shoulder, "Weiss, I-"

"No!", Weiss snapped and yank her shoulder away in order to face Blake directly slowly taking one step forward, "You want to know why I despise the White Fang!? It's because they're a bunch of liars! Thieves! And murderers!"

"Well maybe **we** were tired of being pushed around!" Blake retorted.

Everyone blinked as a response as Blake realizes what she just done. Weiss took a few steps back in shock while Blake took a few in fear. It didn't take her long to sprint out the door.

"Blake! Wait! Come back!" Ruby pleaded. Sadly, she was long gone. Yang just looked down while Weiss was enraged at what happen. The reaper looked down as sadness fill her eyes.

A hand softly landed on her shoulder causing to look up to see Optimus, "Let me handle this."

"Okay" she softly answered and watch as the Prime chase after Blake.

* * *

Blake slowed down to stop right in front of the statue. She stared at the statue with a sad look on her face with small tears rolling down her eyes. She slowly reach for her bow and undue the knot revealing two cat ears. She slowly wiped a tear off her face slowly giving in to her depression.

"Blake..."

She stiffens at the voice and quickly turned to see who it was, "Optimus!"

Optimus took his stand beside her and duo stood in silence. Optimus notice she was looking down in fear. He took a deep breath as he face the shattered moon, "Blake... I understand that you are scared, but you can't allow yourself to believe that your team won't accept you for who you really are."

"I hide the fact I was Faunus this entire time! How can they trust me!?" she snapped as she shift her gaze to the right.

"Actually, I have a confession to make. I had figured out you were a Faunus a long time ago" he answered nonchalantly.

Blake jerk her head to Optimus with wide eyes, "YOU KNEW!? HOW!?"

"Your bow twitched, the way you act towards Cardin, and the way you acted when I help Velvet confirm my suspicion."

Blake was flabbergasted that he was able to figure out her secret with just a couple pieces of evident. Still she had to know one thing. "Why didn't you say anything?"

"It wasn't my place to tell. You made the decision to keep it a secret and I respected it by keeping my mouth shut. Also, I can tell you wanted be recognize for who you are, not what you are."

Blake hid her blush from him as quickly as possible. She couldn't believe how easily he figured her out. Part of her was happy to hear that Optimus understood her reason, but she was mostly scared if the rest of team didn't understand. The two kept quiet for a moment until Blake gulped a large amount of nervousness to ask an important question.

"Why are you doing this?"

"You are my friend Blake and I want to help you." Little did he know, his words ignited a fire in her soul causing her to glare at him. Optimus could tell she kept this inside for a long time and decided to let her express it.

"How can you help me!? You don't understand what I went through, nobody does! You don't know what it's like to be discriminated! To be consider a monster! To be fighting for your freedom and right everyday of your life!" Blake snapped. She crossed her arms and stared to the side ready to hear ' _You're right I don't understand'_ quote, but what she heard completely surprised her.

"Yes... I do" he admitted with a low tone.

Blake gaze back at the Prime in disbelief and was shock at what she saw in his eyes, pain. She could feel the amount of suffering he endured in his eyes. It was so great she was slowly succumbing to its pressure. This was a side she never saw before nor dreamt of and to be honest it was scaring her. Optimus lifted his head as he stared at the moon while memories of the war flashes through his eyes.

Maintaining his gaze at the moon, he took a deep breath, "Let me tell you a story, Blake. Years ago in a prosperous city, people lived in peace under a caste system, a system that determined your status in society and it was absolute. No one dare to defy it until two individuals had the courage to challenge. One was a slave from the low class, the other was a librarian from the mid class. Though the two were from different world, they shared the same ideals; freedom and equality for all our kind and the two soon became brothers. More and more people joined their cause for their ideal world and soon they stood before the council, but their methods for obtaining their dream soon clash. The slave believed that power and actions were the key to achieving justice, but the librarian believed in communication and understanding to be justice. The council were moved by the librarian's words and declared him to be the new leader of their people; however, his brother accused him for treachery and murdered a member of the council. As a result, their home was divided into two sides then civil war erupted and the two brothers became arch-enemies."

Blake's eyes widen even further as she realized something, "O-Optimus... Are you..."

He lowered his head and nodded to her, "Yes... I was that librarian."

Blake gasped in shock while the Prime look down. She couldn't believe that Optimus went through a similar experience like her; fighting for equality, being mistreated, losing someone they cared about. It was unbelievable! She look to the side as she placed a hand over her elbow, "Did you... kill?"

"Yes", he admitted softly, "I have."

"Why?"

"To protect the innocents." She slowly turned to the Prime who clutched his fist, "Still, that's no excuse for my action. I knew it was wrong, but I had to protect the people."

"Optimus..."

"Blake... Don't consider yourself a monster. I more suited for that role than you'll ever be."

"What?" she blinked. She then felt a hand touched her and brought up. A slight blush appeared on her face from seeing her hand resting in the palms of Optimus.

"Unlike me, you never killed. Despite what you may have done in the past, you don't have the eyes of a killer nor stain your hands with the blood of your enemies. You choose the harder path; the path of understanding and resisting. You have the capacity of becoming something greater than I can ever be and with these pure hands you shall be a great leader."

"What?"

"A guider of peace."

"Guider of peace?" she repeated softly and he nodded in confirmation.

"I'm a soldier, Blake, always have and always will be." He let go of her hands and stared into her amber eyes, "Though my intentions are always for peace, I can never be a true guider. My hands are stain with too much blood and I can only protect those who haven't stained their hands. People like you are the keys to creating a world of peace. Don't ever give up on your dream of creating a world of equality for Faunus. Keep fighting for that noble dream, show other Faunus that it is possible to live alongside with humans, just believe in yourself and someday that world will come true."

Blake couldn't even describe the feelings bundling inside her. Joy, comfort, shock were spiraling inside here along with a couple of others. The next she did caught Optimus off guard, she buried her face into his chest. Before he could ask what's wrong, his shirt started to feel a little wet. He saw that she was crying. All her life she was mistreated and discriminated for being a Faunus, no one has ever treated her like a normal person. Remembering something that June Darby told him about helping those who cry and he slowly wrapped his arms around Blake.

The kunoichi continued to bury her face into his chest as the Prime began to stroke her hair in comfort. Blake soon realized the position she was in and a heavy blush flare up. She quickly got out of Optimus' arms and desperately tried to hide her burning face.

"Blake", this caught her attention, "Take your time to think about what you are going to do from here. I promise I will not tell the others where you are."

"You're not going to bring me back?"

"I will be forcing you back and that's something I will never do. I can tell you are not ready to see them yet and it is up to you to face them, but know that I will still consider you my friend whatever they say. Take some time to think and decide what you want to do from here. Let me know when you are ready then I'll bring the others before you."

Blake nodded to him and promise she will do that. Optimus softly smiled at her and headed back for his next talk. The kunoichi watched him walk into the distance as a soft smile arose on her face along with a light blush.

"Optimus... Thank you."

It was quiet for a few moments until, "Whoa! I never knew there were humans like him in the world."

Blake lifted her head up to see the same Faunus she saw back in Vale who was hanging from a tree by his tail.

* * *

Optimus returned to the room only to see Weiss sitting on her bed with her arms cross. He turned his head to the sisters and gave them a look of asking them to leave the room for moment. They simply nodded to him and walked out. He slowly walked towards the Heiress and took a seat next to her. Weiss didn't make any movements what so ever. She was still angry at the conversation with Blake.

"Weiss?" he softly called, but she ignored. Optimus took a deep breath before trying again. "Weiss, I understand your anger, but you can't let it blind you."

"What is that supposed to mean!?" she demanded.

"You are allowing your anger and hatred to blind you to the fact that not all Faunus are the same. Look at Velvet. She's a Faunus and not evil."

"I know that!", she shouted as she got up, "She's just one of thousands! How do I know that the next Faunus I meet is going to be evil!? How can I be sure they won't try to kill me!?"

"Give them a chance."

"A chance?", the Heiress rolled her eyes, "Why should I give them a chance?"

"Because it is the right thing to do."

"The right thing to do!?" she responded angrily and turned her head to face the Prime. "Is it right for them to kill, harm, or ruin another person's life? Is it right for them to take away someone's family? Is it right for them to make others suffer!? No! I can't give monsters like them a chance! Never!"

"Weiss...", he calmly said, "You and your family will never find peace if you continue to blame the entire race for the actions of certain individuals. You need to look past the White Fang and think of the other Faunus out there."

"How would you know!?"

Optimus looked into her icy blue eyes to see the tremendous amount of pain deep within her. It was tearing her up inside. He could tell that she is simply masquerading her feelings and she is desperately trying to stay calm; however, it was causing her more pain than peace.

He sighed as he rose up, "Because I know the pain of lost more than you think."

"What?" she said in disbelief.

"Do you remember me telling you that I was force to pick up arms?" She nodded while still being puzzled to the point of the question. "The reason... _*Sigh*_ is because civil war erupted within my home."

 _"What?"_ Weiss said to herself as she unconsciously took a step back.

Optimus slowly walked over to the window and stared into the distance as he took a deep breath before explaining. "The caused for the war back home is quite similar to the situation with your family and the White Fang, Weiss."

"What... do... you... mean?" she forced herself to ask.

"The reason for the war is too bring freedom and equality to all our kind. The key difference is that it was for everyone, not like the White Fang who are fighting for Faunus only. Both sides have the same goal; however, their ways to obtain it were opposite. One believed that power and actions are the key to achieving justice while the other believe in communication and understanding. The two sides fought and fought, turning our once beautiful homeland into a nightmarish battlefield. I watch buildings crumble, blood spill, land burning and brother rise against brother. I was force to fight in that war and I tried to save many people as I can, but there were many I could not save."

Weiss could only gasp in shock hearing his story. She knew he had a tough childhood, but she never imagined that it was that tough. Her past paled in comparison to his. The Heiress only had one question in mind.

"How can you still believe in redemption after everything you went through?"

"Despite everything that happened, the leader of the opposing side realized his mistakes and dispended his army before exiling himself for his crimes. Nobody believed that he could change, but in the end he did. He demonstrated that every sentient being possesses the capacity for change."

Images of the event briefly appeared in his mind as he recalled Megatron's words and how he chose to walk away after he was tortured by Unicron. The Heiress was shock to hear that someone who committed such crimes was able to change and made her question her beliefs on Faunus.

Optimus slowly turned to face her, "I know it is difficult for you to forgive the White Fang, but you must not allow yourself to become what they think you are."

"What do you mean?" she blinked in confusion.

"The White Fang view your family and you as one and the same. They fear you are exactly like your father and that you will become just like him."

"But I'm not my father!"

"I understand that, but they don't see that. They only see you as a Schnee, nothing more."

Weiss understood the logic behind it, but she isn't her father. Is she? She then recalled what she said to Blake about the members of the White Fang and Faunus, and began to wonder if she was any different. The way she belittle Faunus was exactly what her father would say and it sickens her.

"But it's never too late to change their view."

She shift her attention back to the Prime, "What?"

"Become something greater than your father. Be the leader that your father could never become. You have a chance to hear the voices of the Faunus and witness their suffering to create a better working environment for them. I know you have a capacity of being a great leader and you can prove it by letting go of your hatred of the Faunus. They are some who cannot be forgiven, but if you free yourself from that cycle of hatred it will be the first step of creating peace. I know you can do it with your own strength."

Weiss just froze at the Prime's words. Only a couple of people believed in her strength, but the amount of faith they give her was nothing compare to Optimus. She didn't know what to say nor do. Part of her wanted to express how she really felt, but the other was forcing her to maintain her image. Her body tensed at the sudden weight on her right shoulder and turned to see Optimus standing before with his hand on her shoulder.

"Weiss... Stop holding back your feelings. It is causing you more pain than peace. Just let it out."

With those four simple words, tears began to slide down her face as she lashed onto him. Optimus embraced her and did his best to comfort her as she cried.

Inside the Prime's mind, he was questioning his actions. Why did he tell both Blake and Weiss about his past? What made him do it? Was it out of sympathy or empathy? He could not find the answer to them. Out of all the questions there was one that puzzled him the most. Why was he feeling his chest beating hard? He knows that beats start when Blake and Weiss hug him, but to why he is unsure of? This never happen before back when he was a Cybertronian, so why is happening to him now as a human?

 _"What's happening to me?"_


	10. Chapter 10

**Chapter 10: Unity and Docks**

The weekend went passing by since the falling out between Weiss and Blake and things were quiet. Blake still hasn't return to them yet. She was currently sitting in a cafe with Sun, the Faunus she ran into back at the docks. He was kind enough to help her get away from Beacon and bring her back to Vale where she could reflect.

Slowly taking a deep breath, she turned to Sun who was completely bored out of his mind holding his cup with his tail. He was about to take a sip when the sound of Blake's cup was set down, "So... You wanna know more about me."

"Finally, she speaks!" he cheered with his arms in the air for a moment. "Nearly two days and you've given me nothing but small talk and weird looks." This caused the cat Faunus to glare at him a little, "Ya! Like that."

She rolled her eyes as a response, "Sun... are you familiar with the White Fang?"

"Of course! I don't think there's a Faunus on the planet who hasn't heard of them. Stupid, holier-than-thou creeps that use force to get whatever they want. Bunch of freaks if you ask me."

"I was... once a member of the White Fang" Blake said nonchalantly after taking a sip of her tea.

Sun nearly choke from his drink and coughed a little, "Wait a minute, _'you'_ were a member of the White Fang?"

"That's right. I was a member for most of my life actually. You could almost say I was born into it. Back then, things were different." Memories of her childhood appear as she continued on speaking. "In the ashes of war, the White Fang was meant to be a symbol of peace and unity between humans and the Faunus. Of course, despite being promised equality, the Faunus were subjected to discrimination and hate. Humanity still thought of us lesser beings. And so, the White Fang rose up as a voice of our people. And I was there. I was at the front of every rally. I took part in every boycott. And I actually thought we were making a difference... but I was just a youthful optimist... Then, five years ago, our leader stepped down, and a new one took his place. A new leader, with a new way of thinking. Suddenly our peaceful protests were being replaced with organized attacks. We were setting fire to shops that refused to serve us. Hijacking cargo from companies that used Faunus labor. And the worst part was? It was working. We were being treated like equals. But not out of respect... out of fear."

Sun gave her a look of sympathy as she gently placed her cup down.

She stared at her own reflection from the tea, "So, I left. I decided I no longer wanted to use my skills to aid in their violence. And instead, I would dedicate my life to becoming a Huntress. So here I am. A criminal hiding in plain view. All with the help of a little, black bow." She then twitched her ears to show Sun how the bow hid them completely."

Sun stared at her with a serious expression, "So... have you told your friends any of this?"

She looked down in defeat. She didn't tell the rest of her teammates about her past, except for Optimus. Though she only yelled a certain part to him. Despite the small piece of information, he didn't treat her any different like she believed. He accepted her for who she was and saw her as a normal being. She prayed that her teammates will be just as accepting and won't lose Optimus' trust when he learned the rest of her past.

* * *

Meanwhile, Team RWBY and Optimus were out in Vale trying to find their missing teammate. Optimus told them that Blake needed time alone before coming back, but Ruby insisted going out to look for her. Optimus was looking around as the sisters were shouting the kunoichi's name.

"Blaaake!?" Ruby shouted.

"Blaaake!?" Yang followed up.

"Blaaake! Where are yooouuu!?"

"Blake!?"

Ruby noticed a certain heiress not doing her part to help, "Weiss, you're not helping!"

"Oh! You know who might be able to help? The police."

"Ugh, Weiss..." Ruby crossed her arms and glared at her a little.

"It was just an idea!"

"Yeah, a bad one" Ruby commented before walking forward.

"Weiss, I think we should hear her side of the story before we jump to conclusions" Yang suggested as she followed Ruby.

"I think when we hear it, you'll all realize I was right" Weiss stated.

Optimus placed a hand on her shoulder, "Whenever who is right or not, this feud will come to an end today."

He received a nod from the Heiress and two weak ones from the sisters. Ever since Friday's night, the sisters have been acting strange around him. It was like they were guilt of something. He thought it was just passed, but it only gotten worst. Later on, he needed to talk to them to see if there was anything wrong.

"And I think Weiss' hair looks wonderful today!"

The four were startled at the unannounced voice and jerked their heads behind them to it was none other than Penny.

"Agh! Penny! Where did you come from!?" Ruby screamed.

"Hey guys. What are you up to?" she asked completely ignoring Ruby's question. Ruby was a little hesitant to speak so Yang decided to do it for her.

"We're looking for our friend Blake."

"Have you seen her?" Optimus asked.

"Oooh! You mean the Faunus girl!"

RWY and Optimus stared at her for a moment with looks of surprise. "Wait. How do you know that?" Ruby asked suspiciously.

"Uh, the cat ears?" Penny answered while pointing to the top of her head.

"What cat ears? She wears a... bow..." Yang soon realizes. A gust of wind blew by making extremely awkward for them. For some strange reason a tumbleweed just mysteriously came by adding more to the awkwardness.

"She does like tuna a lot" Ruby whispered into Yang's ear.

Optimus overheard her and sweat drop a little, _"Did they seriously just piece that together just now?"_

"So, where is she?"

"We don't know", Ruby shook her head, "She's been missing since Friday."

Penny gasped and went over to Ruby as Optimus and Yang step to the side. She then grab the reaper by arms for a moment as Ruby made a nervous smile, "That's terrible! Well don't worry Ruby, my friend! I won't rest until we find your teammate."

"Uh, that's really nice of you Penny, uh, but we're-we're okay. Really. Right guys?"

She turned to see the three no longer there. Next her Scroll buzz and it was a message from Optimus. He said that he was drag off with Yang and Weiss because they decided to leave her to deal with Penny. Ruby stared at the screen weirdly before putting it away and sighed. Just like before a gust a wind came along with another tumbleweed rolling by as Penny stared at it.

"It sure is windy today."

* * *

Optimus was currently walking pass the robbed Dust shop. He suggested to Yang and Weiss to split up to have a better chance of finding Blake. The two agreed and they went their separate ways. Optimus couldn't help, but wonder what was Blake doing and how she was going to face the team. His attention was shifted when he heard mocking laughers He was passing by an alley when he saw three tall guys in suits surrounding a woman.

He couldn't make out what they were saying, but he could figure out what their next move was from seeing their weapons out. "Stop right there!"

The three thugs and the woman shifted their attention to Optimus. A thug glared at him and pointed his at him. "What do you want kid!?"

"Leave her alone, this is your only warning" he replied in a serious tone. The thugs laughed at him and decided to teach him a lesson.

"Big talk kid, but no one boss us around" a thug went over to him and tried to grab him. His attempt was thwarted when Optimus grab his wrist and threw him to a trash bin.

The other two thugs ran over and swung their blades. Optimus avoided each one before delivering a punch at their chest. The first thug got up then glared at the Prime. He made a series of slashes at him, but Optimus dodges each one. It wasn't long until Optimus' back hit the wall allowing a stabbing opportunity for the thug. To counter, Optimus caught the thug's wrist then knee in the guts. This allowed Optimus to push him to his knees and held his armed hand in the air. This forced the thug to drop his weapon by the sudden pain in shoulder and wrist.

The other two thugs ran over to help their pal, but Optimus let go of him. He then performed a disarming move on the two before punching them in the face. A thug tried to fight back sadly, his fist were caught and toss aside. Optimus delivered a powerful punch to the guts making the thug fall to his knees while clutching his guts. The last thug pulled out a gun at the Prime trying to intimidate him. Unfortunately, Optimus disarm him quickly and delivered an uppercut.

Optimus threw the gun into a trash pin and stared at the groaning thugs. He stared at them with a serious expression along with a powerful tone, "Leave. NOW!" The scared thugs reluctantly nodded and ran as fast as they could.

The young woman was highly impress with his skills and she's rarely impress. All he used were his fists and skills to defeat three arms thugs and he didn't use his Aura at all in the fight. Despite having the situation under control, she was glad she found an interesting figure. On top of that, he was good looking too. A pleasing smile arose on her face as she decided to get to know him more.

"Are you alright?"

He turned around to face the woman and got a full view of her appearance. She was a young pale white lady around his height thanks to her dark, glass high-heeled shoes. Her eyes were bright amber and her hair was ashen-black which cover her left eye. She wore a dark-red, off-the-shoulders, V-neck mini dress with yellow designs and black shorts underneath her dress.

She has a blue feather-like accessory hanging on her right hip. On her upper back near the chest area, there was baseball diamond-shaped keyhole which showed a strange tattoo which resembles a pair of heels forming a heart shape from sole to sole. Her sleeves extend down to her middle fingers with a triangle shape with the same gold designs to the wrist. For accessories, she wore a black choker around her neck, a jeweled anklet on her right leg, and a golden loop earing with a black gem dangling on her right ear.

"I am", he nodded, "but what about you? Are you okay?"

The lady's smile got a little wider as she crossed her arms, "I am thankful to you."

"That is good to hear." He then looked at the end of the ally where the thugs ran off, "Why did those men attack you?"

"Who knows? Perhaps they just want my Lien or something" she said as she cross her arms as she narrowed her eyes at the end of ally. She will handle them personally later.

"Hopefully, they learn their lesson."

"Doubt it."

"Well, I'll take my leave now."

He was about to leave, but a hand on his shoulder stop him in his track. "Wait, may I have the privilege knowing my savior's name?"

"Oh sorry, I'm Optimus Prime."

"Interesting name", she smirked before extending a hand out, "You can call me Cinder Fall."

"Please to meet you" he said and shook her hand.

That single contact caused their eyes to light up. Optimus' eyes glowed in a light blue color while Cinder's eyes glow in an amber color. A surge of power flowed between the two almost like they were connecting together to form a singular power. Cinder was awestruck at the power. She couldn't describe it in words, but it was so incredible, so warming, so radiant. She was drawn to its power like moth to a flame and wants to feel more. For Optimus, he couldn't help but question why it was so familiar. It was like it was part of the Matrix yet it was not. The two were broke out of trance when a small flash of light erupt from their hands forcing them to let go and take a step back.

Optimus place a hand on his head while he shook off his daze along with Cinder before checking up on her, "Are you okay!?"

"Y-yeah." She shook last bit of daze out of her then lowered her hand, "What was that?"

"I... I have no idea", he lifted his right hand up a little staring at it with shock, "this never happen before."

 _"Interesting"_ she softly muttered in please.

Getting back to reality, Optimus straighten himself quickly, "Well I should get going. It was a pleasure meeting you Cinder."

"Same, I hope we can meet again."

She watched him leave the ally till he was out of her sight. A satisfying grin appeared on her face. She found the man she was searching for; the one who power resonate with hers. It was amazing, she never felt such power and she could still feel it inside her. Somehow her powers attempted to merge with his, but it was cut short. She believed it was because she only had half of it. Cinder could only imagine the amount she could feel if she had the other half. Remembering her options of the order, she decided to go with the first one and recruit him to her cause.

 _"We shall meet again soon, Optimus Prime, my Knight."_

A few minutes later, Optimus was at the corner of another ally staring directly into his right palm. He was still bewildered at what just transpired with Cinder. Like he told her, this never happened before. He concluded that the Matrix was responsible for that strange event, but it never reacted with anybody before. It bothered him greatly and needed to contact the Primes as soon as possible.

"So, what's the plan now?" a familiar voice could be heard from the corner breaking out of his train of thought. He made a quick turn and found who he was looking for.

"Blake!"

The two Faunus turned around causing the kunoichi's eyes to widen in surprise, "Optimus!"

He ran quickly over to them, "There you are, we've been searching for you, including Weiss."

"Really?"

"Yes" he nodded before noticing the blond Faunus. The same one he saw at the dock back on Friday. "And you are?"

"Sun Wukong the name. What's your?"

"Optimus Prime."

"Weird name, no offense."

"None taking, I get that a lot."

Sun chuckled a little before shifting his attention to the cat, "So, is he coming with us?" He received a glare from her making him raise his arms in defense, "Just asking."

Optimus grew confuse at Sun's question, "I'm sorry, what?"

"Oh nothing" he quickly denied. Sadly, it didn't stop Optimus being curious and concern. He turned to Blake with a serious stare.

"What's going on?"

Blake stared right back at him for a moment before deciding to tell him her past affiliation. She knew she could no longer hid from her past, only by moving forward she will find some form of peace. A few minutes passed and it was quiet between them. Optimus just look at her as the cat look down in shame while Sun had his hands behind his head. He thought it was best for him to stay out of it.

"So you left in order because she couldn't handle their methods anymore?"

Blake nodded slowly to the Prime in shame, "Yes... I couldn't continue their methods anymore... harming innocent people and using violence get what they want... I only wanted the Faunus to be treated as equal, but not out of fear." Blake rubbed the side of left arm in guilt while speaking a low tone, "Kind of make me sounds like a coward, doesn't it?"

It took a few seconds, but the answer came out. "No..."

Blake lifted her head up to see Optimus shaking his head in denial, surprising her completely, "What?"

"You are not a coward Blake. Denying their violent methods is a sign of strength and character. You demonstrated that you are strong believer in peace. You know that their current methods are wrong and it is not the equality you desire."

"Still, I ran away."

"There's a difference from running and denying. Do not think you are coward Blake because I see a brave young woman in front me. You denied their violent ways and choose the harder path. The path of understanding and cooperation instead of violence to achieve the true equality you is not cowardice, that is bravery."

Blake felt her cheeks burning and her ears twitch at his words. All this time she consider herself a coward for She quickly wrapped her arms around him startling the Prime. She nuzzled into his chest and softly muttered.

"Thank you."

Optimus could only blink before slowly wrapping his arms around her. For some strange reason his chest was beating again and this time his cheeks were slightly pink. He really needs to grab a human biology book to better understand what is going on with him.

"Aww" the blond Faunus said catching the two attentions.

The kunoichi blinked for a few seconds until she felt her face flared up with a heavy blush in seeing the position she was in. Optimus let go of her while rubbing his neck embarrassedly and saying sorry to her. She glared at the monkey which caused him to laugh nervously.

"I ruin the moment, didn't I?" he asked earning another glare from the cat for an answer.

"Blake wants to see if the White Fang is responsible for the Dust robberies and I know the place that they will definitely strike" Sun blurted out.

The two raise an eyebrow as Optimus asked the question that was in both their minds, "Where?"

"The docks! While I was on the ship, I heard some guys talking about offloading _'huge'_ shipment of Dust coming in from Atlas

"How huge?" Blake asked.

"' _Huge'_. Big Schnee Company freighter."

"You're sure?"

Sun nodded yes to her with a goofy smile. Blake and Optimus faced each other only to nod in agreement to follow Sun's lead.

 _*Later on at night*_

Blake and Optimus were currently laying down on top of a building. It's been a few hours and nothing happen. It was strange because something seem extremely off. The workers just left the crates right on the dock, they didn't have any truck to pick it up.

"Did I miss anything?"

The two saw Sun leaping in with some apples in his arms before Blake answered. "Not really. They've offloaded all the crates from the boat. Now they're just sitting there."

"Cool. I stole some food for you guys" Sun said while handing an apple out.

"Do you always break the law without a second thought?"

"Hey, weren't you in a cult or something?" Blake glared at him while Optimus look disappointed causing Sun to gulp a little, "Okay, too soon."

Out of nowhere, a large turbine engine echoed along with a gust of wind blowing. The trio glimpse above to see a dropship with spotlights coming down for a landing. It landed right near the Dust crates as soldiers came out. They were identical clothing consisting of a white sleeveless jacket, a sleeveless black hood and black pants. They wore Grimm mask, black fingerless gloves, metal foot guards and boots. On their back was a red beast mark with a claw marks behind it.

"Oh no" Blake softly groaned.

"Is that them?"

"Yes. It's them" she confirmed regrettably. Optimus placed a hand on her shoulder to comfort her, knowing that this was extremely hard for her. They watched as they grab the tow cables while Sun look at the former White Fang member.

"You really didn't think they were behind it, did you?"

"No... I think deep down I knew. I just didn't want to be right."

"Hey!", a voice shouted causing Blake to flinch, "What's the hold up?"

The teens look down to another man coming off the ship, but he wasn't a Faunus. He wore a white suit holding a cane. The man had a bowler hat, black gloves, black pants, a gray scarf tied around his neck, and black shoes. His long orange hair covered his right eye leaving his left dark green eye visible. Optimus recognized him from the news, it was Roman Torchwick.

"We're not exactly the most inconspicuous bunch of thieves at the moment, sooo why don't you animals pick up the pace."

"This isn't right." Blake rose up and pulled her katana out, "The White Fang would never work with a human. Especially not one like that."

Optimus quickly tried to reach her, "Blake wait!"

"Hey! What are you doing!?" Sun shouted.

Sadly, it was too late as she jumped off the building and dash over to the notorious thief. The boys decided to follow suit instead of staying behind. Roman was busy ordering a White Fang goon while Blake was getting closer. Once she was close enough, she went right behind him with her katana at his neck.

"What the-? Oh for f-"

"Nobody move!"

The goons took at their weapons response and surrounded the kunoichi.

"Woah! Take it easy there little lady."

Blake glanced at the goons surrounding her for a moment until she took off her bow to show her cat ears. "Brothers of the White Fang. Why are you aiding this scum?"

The members look down in shame causing Roman to chuckle a little, "Heh, oh kid. Didn't you get the memo?"

"What are you talking about?"

"The White Fang and I are going in on a joint business venture together."

Blake pressed her blade closer at Roman's neck, "Tell what it is or I'll put an end to your little operation." Suddenly, a large turbine engine was turned making the captured thief smirk.

"I wouldn't exactly call it a little operation."

Looking up to the sky, two more carrier planes flew in, hovering over them. Roman's grin grew a little moving his cane closer to Blake and fired. An explosion erupted forcing her to fall to her knees leaving an opportunity for Roman to take another shot. Luckily for Blake, Optimus managed to grab her causing the two roll to the side together. They separated when the bombardment continued. Optimus used his skills to roll and dodge each shot while Blake did the same, but she also used her semblance, Shadow.

Roman saw the feline running over to find cover, "Here kitty, kitty, kitty."

Out of nowhere, a banana peel landed on his hat tilting it a little. Quickly fixing it, he was introduced to a pair of feet to the face by Sun. The monkey performed a leap after pushing him down to the ground.

He quickly turned around to face him, "Leave her alone."

Soon White Fang goons came off the carriers surrounding the two.

"You are not the brightest banana in the bunch, are ya kid?" Roman mocked.

Optimus noticed his surround comrade before noticing Blake, "Blake you handle Roman. I shall assist Sun with dealing with the White Fang."

"On it" she replied before charging at the thief.

Optimus hurried over to him only to deliver a punch to a goon's face. He and Sun countered blow by blow with the White Fang while Blake relentlessly attacks Roman. The two male took out their weapons and quickly defeated the goons. The clashing of weapons filled the air as Roman began to overpower Blake. Sun jumped in while splitting his staff to a pair of nunchucks.

Optimus noticed there were barrels on them and sweated a little, _"Why must every single melee weapon on Remnant be a gun? Ironhide would surely love this place."_

The clash between Sun and Roman continued for a few more seconds when an opening was revealed. This allowed Blake to slash him which was follow by a punch in the face from Optimus at Roman. The thief noticed a crane holding a container in the air before firing at it. The teens were force scatter to avoid it. Sun was getting up when Roman aimed his cane directly at his head ready to pull the trigger.

"Hey!"

The two turned their head to the east when a young girl with a scythe appeared which was none other than Ruby.

"Oh, hello Red! Isn't it past your bedtime?"

Where Ruby was standing Penny slowly walked up to her, "Ruby! Are these people your friends?"

"Penny, get back!"

Leaving herself vulnerable, Roman fired at Ruby. The impact caused Ruby to fly back and Roman to laugh. Witnessing this, Optimus charged at the thief delivering a series of punches and kicks. Roman used his cane to block most of them, but Optimus landed a few blows on him.

Penny also saw what happen and made a serious look. Ruby slowly got up to see her walking to the edge, "Penny, wait! Stop!"

"Don't worry Ruby. I'm combat ready!"

Her backpack opened up and several swords came out it. Meanwhile, Roman blasted the ground blinding the Prime allowing his chance to escape. Once the light dimmed down, he witnessed Penny beating every single White Fang and sliced the incoming carrier ships with a light green energy beam. Optimus and Ruby watched in awe as they saw her implanted the blades into a carrier which was holding a container. Penny made a few steps back as the carrier was being brought down.

"Woah. How is she doing that?" Ruby muttered to herself.

Optimus noticed the thief escaping in a carrier. He brought both of his blasters and fired at the ship. Sadly, his shoots weren't strong enough to bring it down.

"These kids just keep on getting weirder!" Roman remarked before closing the hatch as the carrier flew over the horizon.

* * *

A few minutes passed since the skirmish ended, the teens were gathered around sitting on a bunch of crates in silence. Ruby made a call to Weiss and Yang informing them of their location. Optimus look over at her and could tell that she was ready to face them.

A couple of steps could be heard bring the teens' attention to its direction. It was none other than Weiss and Yang. Ruby was about to get up, but she was held down by Optimus. He shook his head telling her not to interfere. Ruby gulped nervously and nodded. It got extremely quiet between them as Weiss approached Blake staring into each other eyes.

"Weiss. I want you to know that I'm no longer associated with the White Fang. Back when I was with-"

"Stop" she interrupted causing everyone to blink a little. "Do you have any idea how long we've been searching for you?" It got quiet between them once again for a moment before Weiss answered. "Twelve hours. That means I've had twelve hours to think about this. And in that twelve hours I've decided..."

Everyone listen closely to what she had to say as the Heiress was about to give her answer.

"I don't care."

Blake tilted her head a little in surprise, "You don't care?"

"You said you weren't one of them anymore, right?"

"N-no, I haven't been since I was younger-"

"Upupupupup! I don't want to hear it. All I want to know, is that the next time something this big comes up you'll come to your teammates, and not some... someone else" she answered while giving a quick glance at Sun.

A gently breath came by as Blake whip a tear from her eye, "Of course."

A smile grew on everyone faces, but Ruby's grew the most. She was so happy that she shot her arms in the air, "Yeah! Team RWBY is back together!"

Everyone gathered around the Heiress and kunoichi where Weiss shift her attention to Sun and pointed at him, "I'm still not quite sure how I feel about you!"

Sun nervously laugh as a response while Ruby noticed that Penny was gone. They search around to see she was gone and wonder where she went. Optimus detected a car leaving the scene believing that Penny must be inside. He was puzzled to why she left without saying goodbye, but decided now was not the best time.

"Let's go home" Optimus said with a smile as his teammates smiled and nodded.

Back in Ozpin's office, he was watching them speak through his Scroll until he received a message from Qrow. He said that the _'Queen has Pawns'_. Ozpin hummed a little as this was concerning news. He could only pray that they were ready for the challenges ahead.

* * *

Later on that night, Optimus was outside sitting on the edge of the roof looking at the shatter moon. He was glad that Weiss and Blake made up, but he was still uneasy. Seeing the amount of Dust the White Fang have made him question their objective. Not only that, the fact they were working alongside with Roman Torchwick caused an even greater concern. According to Blake, the White Fang would never work with humans, never! For some reason they are, but the question is why? Why they need so much Dust? What are they planning to attack? Or are they preparing themselves for something bigger?

 _"What in the world is going to happen?"_

"Optimus..."

The Prime shifted his head back to see the sisters at the door, "Ruby, Yang, I thought you two were hanging with Weiss and Blake?"

"We were, but we decided leave them be so they can repair their friendship" Ruby replied. The sisters soon went over to him and took a seat beside him. The two looked in different direction away from him.

Optimus look back and forth from the two, "What's wrong?"

"Um... Optimus... Yang and I have a confession to make" the reaper replied in a shallow tone.

"What is it?"

"We-um... overheard your conversation with Weiss..." Yang admitted while bringing her forward and rubbing it with guilt.

The sisters decided to eavesdrop on him and Weiss a couple of days ago. It was wrong, but they just wanted to make sure there won't be another fight. They got worried when they heard the Heiress yelling then it changed to shock when Optimus told her his past. The sisters could only gasp as Optimus explained his past

Optimus glanced at them for a moment before speaking, "Are you two afraid of me?"

The two jerked their heads up in surprise. They were expecting him to be angry at them instead he was concern for them. Ruby waved her hands like crazy, "Nonononononono! We can never be afraid of you!"

"Then why do I sense fear?"

"W-well" Yang scratched the back of her head, "We were afraid you will be mad at us for eavesdropping."

"You only eavesdrop because you two were concern for your friends and accidently overheard. I cannot get angry over that."

The two took a breath of relief. A load of guilt was lifted off their shoulders and they were glad that Optimus wasn't angry. Still, they still were a bit uneasy around him.

Ruby twiddled her thumbs nervously, "Optimus... did you kill people?"

He nodded regrettably making the sisters tensed. It not like he couldn't blame them for it. Taking a life is not easy to admit nor talk about with others.

"Why? Why did you kill?" Ruby asked.

He nodded to her, "I had no other choice."

"But-"

"Ruby...", Optimus called with a serious tone, "It was war... Things are completely different than slaying Grimm. My foes would harm the innocent if I let them be so I did what I have to."

The sisters understood what he was saying, but it was difficult to swallow especially for Ruby. She always believed heroes are meant to save people and stop villains not kill them. She wanted to be become a Huntress just to do that.

"I understand, yet-"

"Ruby, things are not as simple as they seem. We do things as we must even if doesn't make sense."

The sisters blinked in confusion at what he said. Not understanding what he meant, Yang decided to ask, "What do you mean? I don't get it."

"It is difficult to explain in words, but a short version of it is that things happen and there is nothing we can do about it" he replied with a heavy heart as he lowered his head. A memory from his life as an archivist appeared showing him and a dear old friend talking at a balcony.

Ruby, feeling his pain, placed a hand on his shoulder, "Are you okay?"

"I'm... just remembering the person who told me that long ago."

Taking her little sister's lead, Yang place a hand on Optimus' other shoulder and gave the same look of concern, "How about talking about it with us? It's not healthy to keep it all inside."

Optimus saw their concern looks before deciding to talk, "Alright... During the final days of the war, I was defending an area when I learn that our enemies attack the Hall of Records. I race over there only to see it in ruins and couldn't find him."

"Who?" Ruby blinked.

"My mentor... Alpha Trion."

"You had a mentor when you were a librarian?" Yang asked curious. The Prime nodded yes to her causing her to blink in surprise.

"He taught me many things; life, duty, freedom, equality. He showed me there was more than one way to achieve justice and that every sentient being has the right for freedom and justice. He was more than just my mentor, he was my friend."

"Sounds like he was more of a father to me" Ruby said.

The Prime glanced at the reaper, repeating Ruby's statement over and over again in his head. "If I think about it... he was more like a father."

Widening her eyes, Yang realized something, "Wait... Optimus are you saying that he is..."

"Yes... He is no longer with us."

The sisters gasped quickly at the revelation. They couldn't believe that he lost someone that close to him like they did. The sisters look away in shame for making Optimus tell something so painful. It was quiet between them for a good couple of minutes before someone broke the silence.

"However," he began catching their attention. "I know he has no regret and resting in peace now. He knew that my duty is to our kind came first before anything else. I know for sure he wanted me to do what is right for everybody not for myself. Even though he is no longer with us, the memories of my time with him will always be a part of my heart."

The girls blinked in surprise and awe. Hearing his words was quite inspiring to hear because the two lost someone precious as well long ago, their mother. It took them a long time to move on and they always tried to remember her. They can basically relate to him. The sisters had each other to help heal their pain of loss of their mother. An idea came to their head and decided to execute it.

The sisters gotten a little closer to him, wrapping an arm with one of theirs then leaning on his shoulders. Startle by the sudden advancement, he shift his head back and forth at them with a little pink on his cheeks, "W-what are you doing?"

"Helping you" Yang replied with a satisfying grin as she could feel Optimus' muscles.

"Helping me?"

"Yeah", Ruby replied while tightening her grip, "This help me and Yang to overcome our pain, it can help you too."

Optimus blinked in response. They were doing to help him move on. This was completely new to him since no one ever did this before nor attempted to help him like this. He hardened himself after killing his first man years ago which caused him not to mourn of grieve over the lives of his comrades he lost. Though the pain of lost still linger in his heart and he just push it aside to focus on the task at hand. Still, they were willing to help him overcome the pain, the pain that been building over the years.

His heart continued to beat like crazy as a soft smile arose across his face and whispered to them making a smile appeared on the sisters' faces, "Thank you."

The two snuggled closer as the three look up to the sky as the stars twinkle above not knowing the future challenge ahead, but were ready to handle them whenever the come.


	11. Chapter 11

**Chapter 11: The Black Comet Part I**

 _Standing in front of Beacon's avenue, the young Prime stood tall and alone in total darkness with only the light of the moon shine from above. The entire academy was quiet as a mouse which caused great concern for the Prime. He explored for a bit only to see that it was completely deserted._

"Why is it so quiet? Where is everyone?"

 _He took a few steps forward to the entrance of the school, but a sudden change in the atmosphere caused his blood to run cold. A blood lust filled the air as cries of despair echo the sky. Flames ignited all around him engulfing him completely. Optimus shielded himself from the wild flames and brace for impact, but it never came. He opened his eyes to see he was floating in the sky. His attention was capture when he smelled something burning and looks down only to widen his eyes._

"What is this!?"

 _Below him down on the ground was Vale, but it was burning red. Black smoke filled the sky as the fire continued to grow and the citizens ran for their lives. Within the flames, Grimm emerges and chased the people only to devour them, letting cries of agony to fill the air. The Prime watch helplessly as the Grimm feast upon the citizens and the fire spread across the land._

"How could this happen!?"

 _The land burn even brighter and the flames shot to the sky. Optimus had to shield his eyes from the ambers for a moment until he saw something within the flames. It was a gigantic silhouette that was completely black with glowing crimson eyes glaring down with immense hatred at him. Before he knew it, a pair of bat-like wings expanded out blowing away the flames around him away. Optimus shielded himself against the powerful wind only to allow himself to be open. A gigantic claw hand reaching out to him blackening his sight then the entire landscape accompany by a loud yet powerful voice fill with hatred._

 **"I AM COMING FOR YOU DISCIPLE OF PRIMUS!"**

* * *

Bursting his eyes open, Optimus swiftly rose up panting as cold sweats slid down his face. Instantly, he shifted his head to the right to see his teammates sleeping peaceful and safe. It's been two weeks since Weiss and Blake rekindle their friendship and things were back to normal. He slowly stabilize his breathing as reality sink in putting his heart at ease knowing that it was only a dream.

Still the image was burn into his mind. The hellish land filled of Grimm and that large figure. He placed a hand over his face trying to calm himself at what he saw. Seeing that dream reminded him of how Cybertron turned into that burning scenery during the war. He then pulled out his Scroll to see it was 2 in the morning.

Before he turned in, he shifted his head to the window staring at the moon, _"What does that vision mean? Who or what is coming for me?"_

* * *

Later on in the day, classes went by until it was time for Doctor Oobleck's class. Instead of being in his classroom, the classes were outside standing at the docking bay with the sun hanging high in the sky. Everybody did not complain about getting out of the classroom, but they were all wondering why they were outside. Soon the professor took a sip of his coffee before waving his baton to get the attention of the class.

"Now, now, now class! We aren't here to socialize. We are here to bear witness to an extraordinary event that only happen once nearly every century! A sight of a comet!"

Whispers erupted among the class as the Professor continued to explain the significant of the comet and how it left a mark on history. All the while, a certain group of friends hiding in the back were having a small conversation.

"Um... I don't see the point of this" Ruby said while scratching the side of her head with a finger.

"I agree with my little sis here, why is the big deal about some rock flying through the sky?" Yang added while shrugging her shoulders.

"Are you crazy!?" Weiss glared at the brawler, "This is a once in a life time opportunity to witness a comet Yang! Of course this is a big deal!"

"Well, at least it's not another boring history lesson" Jaune chuckled nervously hoping a certain somebody doesn't hear him.

"Actually, numerous battles in our history make reference to the comet being a sign of ending. One of Anima's historic battles ended when a comet lite the night sky causing the two sides to drop their weapons and create peace" Pyrrha explained to her blond leader.

"Exactly" Weiss smiled proudly.

"Ren! Can we smash that comet!?" the beamed Nora pleaded excitedly to him.

"You can't smash it Nora and it's too far in the sky to reach it" Ren answered while rubbing his temples as the Valkyrie groan in disappointment.

"Alright everyone", Doctor Oobleck called out, "The comet will arrive once the night comes so you have a couple of hours of free time. So I want you all to be here at exactly at sunset. This may seem like a waste a time, but I assure you this is an important part of our history. Does anybody know why?" Pyrrha raise her hand, "Yes Miss Nikos?"

"The comet has been a sign of ending for many wars and battles throughout history. Also, many of Anima's historic battles ended because of the comet."

"Excellent! The comet has ended many of our historic battles and brought an age of peace. Many historians believe it was the calling of the Gods to end their fighting and focus on a brighter future. For your assignment, each team will be require to write a five page report on one of the battles the comet ended and what came of it. Also, you will be required to write your personal take on the comet and what does it mean for you."

A loud ring echoed throughout the area causing the Doctor to drink some of his coffee, "That's all for today students. Remember, you must be here at sunset for the second part of your paper!"

In a blink of an eye, Doctor Oobleck dashed pass the students causing a gentle breeze to go by. The students went to different directions since it was the last class of the day while the group of friends stayed together.

"I will never get used to that" Jaune commented still amaze at Oobleck's speed.

"Here I thought Ruby was capable of such speed" Heiress said while looking at her partner who look upset because someone who is faster than her.

"You could say he went in a flash" Yang joked making everyone groan at her pun. "Come on that was a good one!"

"No Yang it wasn't" Blake answered while the others nod in agreement.

"Grr, you guys have no sense of humor."

"Or perhaps your sense of humor is ancient history."

Everybody turned to Optimus who had a small smirk on his face before chuckling leaving a disbelief Yang. Over the months, Optimus was able to develop a small sense of humor thanks to Yang constant jokes. Despite that, his sense is still dry and he still has a lot to learn about the meaning of certain jokes.

"You guys laugh at his jokes, but not mine!?"

"It's because he doesn't use the old cliché jokes in the most obvious moments" Weiss explained with the nod of agreement from the group.

Yang glared at them with puff cheeks, "You guys are mean."

Optimus smirk a little before returning to his neutral expression, "Alright that's enough teasing on Yang for one day, what should we do now?"

"Well, my team and I are heading to the library to start Professor Port's assignment on Grimm's vulnerability, want to join us?" Jaune asked, hoping to get some help with the assignment.

"Actually we are already finished it" Ruby answered surprising Team JNPR.

"Already?" Ren blinked and received a nod from the reaper.

"We got the assignment yesterday, how did you guys finish it so quickly? This is Professor Port's assignment we're talking about here" Jaune replied while moving his hands a bit.

"It may seem hard at first, but once you start it becomes easier." Truthfully, it was thanks to Optimus that they finish Professor Port's assignment quickly. His vast knowledge of combat provided great help in finding the weak points of the Grimm they were assign to.

"What were your answers?"

"Sorry, but we are not allow to share our answers with you. You have to come up with the answers yourself" Weiss stated with her arms cross. She entered the conversation to make sure Ruby doesn't accidently say something she shouldn't.

"She's right Jaune. We can't ask them to give us the answers, we will be in serious trouble" Pyrrha agreeing with the Heiress. Jaune groaned in disappointment while his partner has a small smile on her face. "Come on, we should get going. We'll see you guys later." Team RWBY watch as JNPR headed to the library leaving them alone.

"So, what now?" Yang asked while crossing her arms.

"We can either head back to our room or go do some training" Optimus suggested.

Little did he know, he caused the brawler to smirk devilishly when he said _room_. She was going to say something when a buzz cut her short. The five look at each other for a moment until following the source to Ruby. She quickly pulled it out and read the message which caused a big grin to spread.

"It's finally done!"

"What's done?" her partner asked.

"Something I've been working on, let's head over to the forge!"

The four decided to go along since they had nothing better to do and were curious to this project she finished. When they arrived, sounds of melding and clanking of metal filled the air as students work on their weapons. Inside it was modernize blacksmith shop with countless equipment for forging weapons. At the furnace was a tall bald man wearing a black apron, gloves and protection gear heating a piece of metal.

The smiling Ruby walks over and waved a hand, "Hi Mr. Graphite."

The man stop what he was doing and lifted his goggles, "Hello there Ruby. What can I do for?"

"I'm here to pick up the weapon I asked you to inspect."

"Oh! Wait one moment."

The friends saw him went over to the back to find the weapon while Yang decided to ask a question, "So what so special about this weapon, Ruby?"

"It's a surprise" she giggled causing her friends to raise an eyebrow at her.

Mr. Graphite came back and showed the weapon to the group, "Here she is. A magnificent, isn't she?"

The weapon was a longsword with a silver blade, a red hilt and a black covered handle. The hilt appeared to be a little reinforced and part of the blade look like it could split apart. Also, the hilt has a little bit of blue on it. _(Think of the sword from Age of Extinction for a better image)_ The group will admit it is a beautiful blade, but the question for who it's for remains a mystery.

Ruby went over to stand beside the blade with a smile, "What do you guys think?"

"Great work sis" Yang said with a thumb up.

"It's quite the sword" Blake commented.

"I have to admit, you do know how to make a weapon" Weiss replied while examining the sword some more.

"This is excellent craftsmanship Ruby. May I ask who this is for?"

Ruby giggled causing the Prime to blink in confusion, "It for you silly."

"Me?"

"Yeah, have you forgotten?"

Optimus remembered his request and scratched the back of his head a little, "It actually slip my mind."

"It's okay", Ruby jester her hand a little, "Come on, try it out!"

Optimus went over receiving the sword from Mr. Graphite as everybody took a few steps back. The sword height from the tip of the blade to the end of the handle was over 5 feet since it reach to his upper torso. Optimus swing the blade a couple times to test it and found no difficult of wielding it with one hand, impressing his peers.

"How is it?"

"It's perfect Ruby, thank you."

Ruby's smile widen as she raise an index finger, "Glad you like it. I customized it to have two different melee weapon forms. Sadly, I couldn't figure out a way to have a gun mode. Hit one of the two buttons at the center of the hilt to initiate the transformation."

Optimus noticed the blue buttons and hit the one to the left. The blade began to split apart and the hilt lengthens transforming. The blade became separated forming the two blades of an axe while the hilt became thinner becoming part of the handle. Now his longsword was now a double sided battle axe. The group admired the weapon before Optimus hit the second button. The handle remains the same as the blades went into the middle before the right blade folded over to the left. Next they went up then curved to the right.

Optimus blinked as he recognized the form, "A scythe?"

"Yeah", Ruby replied while scratching the back of her head, "It was the only thing I could think of that could work. Is it okay?"

"Typical Ruby" Yang muttered knowing her little sister fetish for scythes.

"It's fine, Ruby. I just need to train to get acquainted with it. If it's not too much trouble, can you help me?"

"Sure!"

Optimus felt a chill down his spine and glance over to WBY who were glaring at the reaper with great anger. He wanted to know why they were angry, but his conscious told him to stay quiet. Ruby is somehow immune of their anger which fuels the others' even more. Nervous sweats slowly came down his face, _"What did I just do?"_

* * *

 _*Later on*_

It was finally night time and Team RWBY along with JNPR were gathered together as students continued to chat away waiting for comet. Optimus was about to say something when he spotted a pair of bunny ears.

"Velvet."

The girl turned around to the voice, "Optimus!" He gestured her to come over which she did. The group welcomed the bunny Faunus which brought a smile on her face.

"Did you come here by yourself?"

"No I actually came with my teammates."

"Your teammates, where are they?"

"Right here" a female voice answered.

The group turned to their left to see three individuals standing. One was an extremely tall male who was wearing a mix of normal and samurai clothing which had some armor. Next to him was a dark skin male wearing a muscle shirt and black jeans. Finally, the last one is a female who was wearing a cocoa-colored shirt with long, dark brown trousers. She had numerous accessories on her like shades and necklaces for examples.

"Everyone I like you to meet Coco, Fox, and Yatsu" Velvet introduces.

Coco lowered her shades to examine a certain someone from top to bottom. Optimus noticed her staring and titled his head a little, "Is something wrong?"

"Are you Optimus Prime?"

"I am, why do you ask?"

A playful smirk arose on her face while fixing her shades, "So you're the one who save Velvet from the bullies, thank you for that." Both Yatsu and Fox followed it by giving a nod to thanks to the Prime.

"I only did what was right."

"Still there not many people who would go out of their way to help a Faunus" Coco said with her arms cross.

Optimus was about to answer when a sudden blur went pass the group. They shift their attention to the dock to see it was none other than Doctor Oobleck. They will never get use to that.

"Welcome students! In just a few seconds the comet will be coming and we shall bare witness history." Doctor Oobleck lifted his right arm to check the time, "It should be arriving in 5,4,3,2,1..."

A bright light appeared out of nowhere causing everyone to look around to find the source. It didn't take long for the students look up and were amaze at the comet. Many thought it would be boring, but they were completely wrong. It was breathtaking. It sailed through the night sky with its bright color trancing everyone with its light, all except one.

"Hmm?"

"What's wrong Optimus?" Blake asked noticing his strange expression.

"Something's not right."

Everybody look a little closer noticing it was coming closer. The comet suddenly gotten a lot closer and pass right over them forcing everyone to duck a little. They slowly raise their heads to witness the comet crash landing on an island that was located in the sea. The impact echoed through the air as the smoke from the flames from the impact reach for the sky. Students were completely speechless at what they witness. Nobody dared to say a thing for a few moments before sirens, alarms, flashing lights broke everyone out of their trance.

The students soon receive words from Ozpin through their Scroll to return to their room immediately and wait further notice. Without hesitation, the students went on their way as the faculties headed directly to the tower. Optimus took one last glance at the burning light worried about was going to happen next.

* * *

Early in the morning, the students of Beacon gathered around at the docking bay all dress in their normal attire with their weapons. Optimus has his armor on him and his new sword was in it inactive mode on his right waist. In its inactive mode, the hilt folded and the blade shrank to a smaller size. Standing on top of the bay was Ozpin and Goodwitch.

"Attention students! Beacon has been selected by the High Council to help Atlas military in investigating the comet. You will be paired with two other Teams to cover more ground. If you found the comet contact the Bullhead's driver to send your coordinates there the Atlas army will take it from there. Is that clear?" The students nodded to Ozpin who took a sip from his mug, "Your partner Teams has been sent to your Scrolls, good luck students, make Beacon proud."

Team RWBY looked to see that they were pair with JNPR and CFVY. The group quickly hurried over to a Bullhead to get started.

The three teams finally arrived at their coordinates which was close to the crater. Coco told the team to spread out to search for the remains of the comet. So far the group found nothing as they headed to their next area. Just like before nothing. After a huge amount of time pass, Coco was about to call in the Bullhead when...

"Guys I found something!" Nora shouted. Her tone got everyone's attention because it was out of shock. Nora is never shock, never!

They quickly climbed over the hill then slid down. Once they came to a halt, they lifted their head to see what Nora saw and were speechless. Within the fragment of the comet was a gigantic mechanical lifeless figure covered in soot. The upper torso and its entire right arm were the only part free while the rest were trap within the comet. On his arm was some sort of barrel of a blaster which was also cover in soot. Surrounding it and scatter around him were light purple crystals.

Acting out of curiousness, the three teams each went to an area and examined. Most of the guys went over to examine the metal body while the girls went over to the scatter crystals.

Jaune gulped hard as sweat of fear went down his face, "H-he's a big one."

"Indeed" Yatsu nodded as he stared at the lifeless face of the giant.

Fox and Ren noticed the way he was in the comet which raised concern for the two. "The way he's in there... It seems like he was trap within the comet..."

"Or maybe he was the comet" Ren replied to the fox Faunus who agreed with his observation.

Coco lowered her shades to see her reflection on the crystal, "So Heiress, what kind of Dust crystal is this?"

Weiss placed a hand on one and gently brush on it, "I don't know."

The blond brawler blinked as a response before facing the Heiress and chuckle, "That's a good one Ice Queen! Now, tell us what it is?"

Weiss' eyebrow twitched at the 'Ice Queen' comment and glared at the blonde for a brief moment, "No, I truly have no idea what kind of Dust crystal these are. This is the first time seeing kind."

Her explanation caused everyone to blink in shock. There was a Dust crystal that even a Schnee doesn't know, it's unheard of! Meanwhile, Optimus was examining a crystal with great concern. Something about them felt familiar as if he saw them before, he just can't remember where he saw them.

Ruby tilted her head at her partner before she went over to examine the crystals from the comet. Little did she know, she was close to the giant by doing this. "You think this is responsible for it?"

"It is possible" Weiss replied placing a couple of fingers on her chin.

Optimus look at the giant then back to a crystal and a ding echoed through his head. The crystals were none other than Dark Energon. Before he could say anything, a sudden surge of bloodlust and hate sent a chill down Optimus' back forcing him to look at the giant then shoot a hand out, "RUBY GET BACK! HE'S DANGEROUS!"

The group turned to him out of shock then to the giant who raise his hand up. Ruby quickly activated her semblance to avoid being smash by his fist. The impact created a shock wave that sent them back a little. Quickly regaining their footing, the teams pulled out their weapons while the giant's eyes glow deep crimson with immense hatred.

"That's thing is ALIVE!?" Jaune screamed as he ready himself.

Pyrrha saw the fist coming to their right and was about to move when she notice Jaune wasn't moving. "Jaune get down!" The blond knight turned to her then to his right to see the incoming fist. Luckily for him, the amazon leap towards him and the two were able to avoid it.

Jaune stared back at his spot then to Pyrrha who was getting up. He scratched the back of his head and look the other way, "Um... thanks Pyrrha."

"No thanks is needed Jaune. I'm glad you weren't hurt" she answered with a smile. The two quickly got up and regroup with the others.

Optimus, Ruby, Blake, Coco, and Ren all aimed at the giant's face, but the menace simply used his arm to block the shots. Yatsu, Fox, Yang, and Velvet, who used her semblance to mimic Yatsu's sword, made a frontal assault at the menace's arm. Jaune turned to Nora and banged his shield creating a wide smile on her. She jet towards him then jump on his shield before being launch into the air. She then activated Magnhid to give her boost up before coming down to deliver a hammer strike. A loud clash pierced the air from the impacts of the hammer and the giant's arm. Nora leaped back down with a smirk before vanishing at the giant's arm condition.

"Not even a dent" Ren could muster out. He knew Nora could basically smash anything with her hammer, seeing something that withstood it was unbelievable.

The group continued their assault on the trap giant. The giant then clutched his hand as a purple energy ball was fired from his blaster. He fired a few shots at the teens, who scatters to avoid the blasts. Weiss, Yatsu, and Fox made a series of slashes at the arm then it was followed by an assault from Ruby, Blake, and Nora. Sadly, their strikes did little to harm him and he counters by firing. The group avoided them before Yang charges forward while Optimus and Ren provided cover. Yang made a mix of punches and kicking combos at the arms; however, her assault didn't even left a mark.

"What is this thing made of!?" Yang shouted before leaping back to avoid the hand with the others. "It's taking blows from my fists like their nothing!"

Jaune tried to slash the arm, but it parried his sword up, "Not even melee weapons working! What about Dust?"

Weiss created a glyph which fired a bunch of ice shards at the giant. The shards made contact with the giant, but it only frustrated the young heiress. "Dust is not working either."

"What is this thing?" Blake questioned before delivering a series of strikes at the arm before being push back by the arm. She quickly recovered and the group gathered around.

The giant stared down at the teens before trailing his eyes over to Optimus. His eyes burn brighter as he clutched a fist and punched the ground creating a shockwave pushing the teens far back. Optimus recovered from the wave first, but he was not out of danger yet. The giant slowly raise his fist in the air and his mouth open up.

 **"GET... THE MATRIX!"** Optimus was able to avoid the fist, but stared at the giant as the others were too shock to move.

"No... It can't be..." Optimus muttered softly as the giant continued his assault.

"THAT BEAST CAN TALK!?" Weiss shouted off the top of her lungs. Who could blame her, nobody would have guessed this giant autonomous robot was intelligent let alone capable of communication.

"What the hell is this thing!?" Coco sneered while fire her Gatling gun. The giant blocked her bullets before roaring in tremendous rage.

 **"I... AM... THUNDERWING!"** the giant found Optimus again and raise his arm, **"MUST... DESTROY... THE MATRIX!"**

The creature known as Thunderwing tried to smash the teens with his fist, but they were able to dodge it.

"What is he talking about!? What matrix?" Jaune asked around.

"I don't know" Pyrrha replied while changing Milo to its sniper mode and fired.

"Does it matter! We need to take this thing down before it reaches Vale!" Weiss informed before making a glyph which fired fireballs at the menace.

"Weiss is right. We need to stop it here" Optimus agreed.

"How in the world can beat this thing!?" Jaune cried as he rolled to the side to dodge a purple energy blast.

"It has to have some kind of weak spot!" Ruby shouted as she dashes forward to deliver a series of scythe swings.

The beast took the hits and was able to grab the reaper. Thunderwing threw her at Blake and the two slid across the field a little. Yang aggressively punches the giant for harming her little sister, but it did little to hurt him. Thunderwing then took a deep breath and breath out light purple flames. The teams scatter to avoid the flames. Optimus ran up to him switching his guns to swords before slashing Thunderwing's arm.

Yang, Yatsu, Fox, Nora, Jaune and Velvet attacked different section of the arm while the others aimed for Thunderwing's face. He took the hits like they were nothing before breathing fire at the melee fighters. They quickly scatter to avoid it and continued their attack.

Nora was about to charge when her body suddenly felt exhausted bringing her to her knees. Ren noticed his childhood friend and ran over to her, "Nora! What's wrong!?"

"I-I-I don't know", she said slowly standing up and placed a hand on her forehead, "I just felt tired all the sudden."

Optimus overheard the Valkyrie and something click in his mind, " _No... It can't be!"_ He quickly pulled out his Scroll to check his Aura gauge and his eyes widen, "Everyone check your Aura!"

The group turned to him then following his order. Eyes became wider as saucers as the sight of their Aura gauge. They were all in the orange range and the shocking part is that it was still going down, but really slowly.

"How did we lose so much of our Aura already!?" Weiss shouted in disbelief.

"I don't know!" Ruby said with the same level of disbelief.

Optimus look at the crystals once again and surmised that the Dark Energon must be zapping their strength away. Things only gotten worse when the sounds of growling entered the air. The teens could hear it getting closer and closer and knew it belong to the Grimm.

"The Grimm are coming, we have to get out of here!" Jaune shouted.

"Jaune's right, we have to retreat" Optimus agreeing with the knight.

They quickly put away their weapons and ran off into the horizon just before the Grimm appeared around the giant. Thunderwing roared causing the Grimm to turn their attention to him.

 **"SPAWNS OF CHAOS! DO NOT ALLOW THE DISCIPLE OF PRIMUS TO ESCAPE!"**

That single command made the Beowolves howl and gave chase with the Ursas and Boarbatusk right behind them. As the teens ran, Optimus noticed the Grimm were catching up and fast. Knowing that he was the target, he turned around to summon both of his blasters and fired.

Jaune noticed his action and came to a halt stopping the others in their tracks, "Optimus, what are you doing!?"

"Holding them off. The rest of you go to the Bullhead."

"No way!" Ruby protested.

"This is not up for debate!" he snapped in his commando tone flinching the group. "All of you have low Aura, if you fight now you will fall. Go to the Bullhead and prepare for lift off, I'll catch up as soon as I can."

"But!"

Coco placed a hand on Ruby's shoulder, "We need to move now!" Ruby stared at the older student before looking down and clutching a hand before reluctantly nodded. Coco shifted her head back to the Prime, "You better come back!"

"I will. Now go!"

The twelve teens ran off leaving Optimus by himself with the wave of Grimm. Optimus glared at them and slowly walk forward. Optimus watched as the surround him ensuring he won't escape. The Prime knew he was the Grimm's target and that Thunderwing was a servant of Unicron. They will hunt him down and kill anyone who stood in their way.

"This battle is mine alone."

A couple of Beowolves leaped towards him put they were shot in the head. An Ursa came straight at him, but Optimus leapt over it. He fired a couple shots at before delivering a high spin kick to a Beowolf that tried to attack from behind. This was followed with a sword thrust in the chest and kick in the stomach. Another Beowolf came from behind and grabbed Optimus, but Optimus called off his weapons in order to grab the Grimm and throw it off of him. He quickly fired at it before slicing off the heads of a couple of Ursas. Next he blocked a charging tusk attack from a Boarbatusk and pierce it's skull.

Optimus then was tackle by a Ursa and the two rolled for a bit until Optimus broke free and slice its head off. Optimus quickly brought his blasters and fired at the Grimm in sight for a bit. As more and more appeared, Optimus decided to go on the offense. He ran forward shooting or slicing every Grimm in sight. It wasn't long until a Beowolf lunge from the side and pinned him down. Luckily, Optimus was able to fire at the Beowolf's head. He quickly got up and fired, but he was slowly being overwhelmed by the Grimm. Three Beowloves were able to grab hold of him and pinned him down by the arms and legs. A fourth appeared from Optimus slowly growling at him for a bit with its hateful red eyes.

The Beowolves pinned him down tightly ready to end it, but something cut off the head of the fourth who was about to bite Optimus' head. Rose petals fell on his face making him look up as best he could only to see a white, black and yellow blur appeared killing the Beowolves who were pinning him down. Finally free, he quickly got up and saw it was his teammates who save him.

The Grimm quickly attacked them and the five retaliated fiercely. Ruby slices off the limbs or heads of Grimm with her scythe at great speed while Weiss fired fireballs at the Grimm. The combine effort broke the Grimm ranks allowing Blake, Yang, and Optimus to strike. Yang fired a few explosive sounds at the Grimm following it by close quarter combat. Blake brought out her katana and cleaver before dashing forward slicing any Grimm in sight. Optimus fired for a bit before switching to his swords.

An Ursa came from behind to attack Weiss, but Optimus grab hold of the bear and threw him. Ruby leaped over Yang cutting off the heads of Beowolves who tried to lunge her from behind. Blake brought out her pistol and threw it at Yang who caught. The brawler yanks on it lifting Blake off the ground flying straight towards them. This allowed her to perform a series of slashes at the Grimm she was passing by. She quickly landed on her feet and delivered an upward slash at a Boarbatusk. An Ursa charged straight towards catching them off guard, but it's attempt was thwarted by Optimus. He delivered a drop kick on its head then thrusting his sword at it.

The girls noticed that the Ursa evaporated in light then turn to sparkle causing their eyes to widen. They never saw a Grimm vanish like that before. Usually they would disintegrate into black smoke, not into light. As much they desire to know how Optimus did that, now wasn't the best time to ask.

Optimus pulled his sword out and stared at the four, "What are you four doing here!? Return to the Bullhead!"

"Forget OP, we're not letting you fight all these Grimm by yourself" Yang shouted while punching a couple of them.

"Yay!" Ruby complied switching her scythe to sniper mode and fired.

"You guys don't have enough Aura retreat now!"

An Ursa came behind Optimus and was about to bite him. Before Optimus could act, Blake leaped over the bear cutting off its head with her katana. "Sorry Optimus, but no."

Weiss fired some ice shards at the Grimm, "We're a team, if one of us stay behind we all do!"

"Even if we don't have enough Aura, we are going to fight by you. You don't have to do this alone" Ruby said.

Optimus faced her who gave a look of determination. Then slowly to Weiss to Blake and Yang who gave the same determined stare. The flames burn bright in their eyes stating they will not leave him behind. _"The human's courage never seizes to surprise me."_

"Very well, we'll do this together."

The girls nodded with a smirk and continued their assault. Optimus decided this was a good time to test out his new weapon. He activated it transforming it into its longsword mode. A couple of Ursa Majors ran towards him, but a couple of Glyphs appeared beneath them before shooting them in the air. Seeing the opportunity, Optimus dashed forward and quickly slice their heads off. Weiss stabbed a Beowolf in the head before leaping backwards next to Optimus. The two performed a series of sword slashes at the Grimm that were surrounding them. They were in perfect sync, covering each other backs without even saying a word. After killing off 10 of them, Weiss created a Glyph beneath them and lifted them up. The two then jump down to help their friends. Weiss went to help Ruby and Yang while Optimus went to help Blake.

Optimus changed one of his gauntlets to its gun mode and held his longsword with the other. The two performed combos of sword slashes and shots. Blake then threw her kusarigama at a Beowolf instantly killing it. Optimus noticed the weapon and grab hold of it and pulled Blake towards him. The kunoichi landed right behind Optimus only to shot a Boarbatusk in the face. The two were back to back holding them off while a certain brawler was coming towards them.

"Optimus, heads up!" Yang shouted while throwing an Ursa at Optimus.

Optimus called off his gun and switch his sword to ax mode then swung it at the flying Ursa. Blake jumped over the ax wing only to land on it once the swing was done. Shen then leaped forward passing Yang who was punching the Grimm straight towards Optimus who was cutting them down. Optimus then threw his ax penetrating a Beowolf's skull who was lunging at Yang. Yang skid a little to avoid the ax before delivering an explosive uppercut to an Ursa Major. Optimus ran forward kicking the bear from behind which allowed Yang to finish it off with another uppercut.

Blake threw her kusarigama at Optimus, who caught it without looking, and yank him towards him. While being yank forward, Optimus was able to grab his ax and delivered a powerful horizontal swing at a couple of Grimm. Ruby came charging in with her scythe beheading any Grimm in sight. The Prime then switched his ax to scythe mode and the two began slicing the Grimm together. The two twirl their scythes in opposite direction shredding the remaining Grimm. Sadly, more growling from the Grimm could be heard not far from them and they were closing in. The five prepared themselves for the next wave, but a sudden ring broke their concentration. Ruby quickly pulled her Scroll out and glimpse at the message.

"Let's hurry to the Bullhead" Ruby shouted as she putted her scythe away. The others nodded and quickly put away their weapons and ran as fast as they could.

Meanwhile, Thunderwing grows inpatient and roared in anger before raising his free arm. His blaster soon began to charge up his blaster. A light purple energy ball gathered around the barrel as it continued to grow bigger by each second.

Back with JNPR and CFVY, they were currently on the Bullhead, waiting for Team RWBY. The pilot insisted they should leave now because sightings of Nevermores have been spotted within the island, but they told him they weren't leaving yet.

Jaune continued to search for them, praying they will make it. His praying came to an end when he spotted five figures in sight, "Here they come!" The pilot acknowledged and prepared for lift off.

Things were looking good until Jaune spotted the giant purple energy blast descending down. The blast hit the ground not too far from Team RWBY and the explosion was so strong it actually shook the Bullhead. The impact was so strong that it created a large sinking sound and it was getting closer and closer at a fast rate. Peering behind Team RWBY, the land began to break causing the pilot to begin lift off.

The land continued to break apart and soon it was beneath Team RWBY and Optimus feet. Ruby tried to use her speed, but she was completely drained along with Yang from the battle. The tired Weiss couldn't even summon her glyphs and Blake didn't have the strength to throw her weapon. Jaune desperately tried to reach out to them and Optimus was close to grabbing it, but fell short. The five made cry as they plunged into darkness of the newly form canyon while the knight shouted only one thing as the Bullhead took off.

"NNNNNNOOOOOO!"


	12. Chapter 12

**Chapter 12: Black Comet II**

"We have to go back!" Jaune shouted at the pilot.

"Sorry kid, but we can't. Nevermores are flying around the island we'll be dead meat if we go back."

"I don't care! We have to go back and save them!"

"Jaune calm down" Pyrrha said while placing a hand on his shoulder.

Jaune yank his shoulder away from her and was about to take control of the Bullhead himself, but his partner stop him.

Pyrrha pushed him to the wall and stared into his eyes, "Jaune, we all feel the same way you do!"

Jaune look at his partner and saw the same desperation to go back like he has. Also, he noticed a pain within her vivid-green eyes of leaving their friends behind and something else. He slowly glance at the others who showed the pain she was feeling in their eyes.

"But... we can't just go back blindly. For now, we have to return to Beacon to report what we found and hopefully come up with a way to save them."

A couple seconds pass before Jaune gave his answer while looking down, "...Fine."

He took his seat as Pyrrha sat next to him comforting him the best she can. Jaune look out the window back at the island seeing the Nevermores circling around it.

 _"Please stay safe guys."_

* * *

Back in the canyon, slowly opening his eyes Optimus got on his knees and placed a hand on his aching head. It took a few seconds for the pain to go away before he looks at his surroundings. The canyon was quite large spreading into the horizon with a stream of water which also had a long wide rocky hill that curve up to the surface. Looking up, he saw that the hole they fell in was pretty high up and the rocky wall doesn't look safe enough to climb on.

He quickly reaches for his Scroll and tried activating it, but it wasn't working. The fall must have damage it which means there was no way of contacting their friends for help. A soft groan captured his attention and jerked his head to the source. Lying on the ground near the water was the rest of Team RWBY unconscious. He ran over and kneeled down to Blake to shake her a little.

"Blake wake up."

The kunoichi groan a little before opening her eyes. She slowly rose up and placed a hand on her head for a moment before noticing the Prime.

"Are you okay?"

"Yeah, just give me a minute" she replied.

"I'm glad that you are okay. Help me wake up the others."

Blake nodded and went over to her partner. Optimus went to Weiss first then Ruby. The three slowly rose up groaning a little before getting on their feet.

"We're... alive?" Ruby asked.

"Yes we are, but trap on the island with that thing and the Grimm" Optimus stated sadly.

"What about our Scrolls? Can't we contact for help?" Yang asked stretching a little get the stiffness out of her body.

"Mine got damage during the fall and I can only assume that all of yours got damage as well." The girls pulled theirs out and attempted to use it only to that they weren't working.

"Now what do we do?" Weiss asked while putting her Scroll away.

"The only thing we can do, survive" Optimus answered.

"He's right, we need to stay alive until Beacon send help" Ruby agreeing with the Prime.

"Sounds good, but there is one tiny itsy bitsy problem...", Weiss said while using her left index finger and thumb to express the small problem for a brief moment then spreading out her arms, "we absolutely have no experience of surviving inside the Grimm's territory!"

RBY knew she was right. They have no experience surviving in the Grimm's territory. Despite learning a few lessons from Professor Port, it wasn't enough for them to survive.

"Actually", Optimus started catching the attention of his teammates, "I do have some experience being in enemy's territory, minus the Grimm part."

"Really how!?" Weiss asked immediately fill with hope.

"I got it back home..." Optimus answered while his mind showed images of his rescue mission into Kaon prison long ago.

The girls all felt tense when they heard him mention his home. They knew that the topic of his home was a sensitive subject and they tried to avoid it at all cost. Weiss looks down in shame before looking back at him.

"Optimus, I'm sorry. I didn't mean to-"

"It's alright, Weiss. You were just relieved to hear that I have experience of surviving in enemy's territory. It's only normal for you to ask" he replied easing their guilt a little. The five stood in silence for a moment until Yang broke it.

"So", Yang started while scratching the back of her head, "what do we do OP?"

"We need to find shelter and rest. The battle with Thunderwing and the Grimm has greatly diminished our Aura and strength. If we fight them now we will certainly fall."

"I agree" Ruby nods in agreement.

"Same" Weiss said along with a nod from Blake and Yang.

"Alright, we have quite a lot of terrain to cover so let's move" he replied.

"Optimus, I think you should take charge since you know what you're doing" Ruby recommended. The others nodded with the young reaper before turning to the Prime.

"I'll do my best. Let's roll" he answered before leading them to the rocky hill.

* * *

Meanwhile back at Beacon, Team JNPR and CFVY were standing in front of Ozpin and Goodwitch. Jaune and Coco were in front of their teams since they were the leaders.

"Coco Adel, Jaune Arc, tell us what has happen on your mission and don't leave out a single detail" the Headmaster said as her rested his left hand on top of his right.

The two nodded to him as Coco decided to start off, "Professor Ozpin, we found the remains of the comet and investigated it only to find something... How can I describe it?"

"Unnatural" Jaune answered.

"Yeah that's right."

Ozpin raise an eyebrow at the term, "Explain."

"Um... It's better to show you."

Right before the battle, Coco decided to take a picture of the creature just in case of emergency along with the purple crystals. She presented the trap monstrosity to the professors and they were shock to see it. Never in their lives they saw such a menacing mechanical creature nor thought that such a thing would be inside a comet.

"At first it was inactive, but all the sudden it just came alive and attack us" Jaune start explaining. "We retaliated, but it was futile."

"Futile? Explain Mr. Arc" Goodwitch asked while crossing her arms.

"All our weapons were useless against its metal body. We couldn't even put a dent in it and Dust had no effect either. Whatever this thing is made of, it is not natural metal. Also, it is intelligent. During the battle, he spoke to us and he said his name is Thunderwing. Another strange thing that happen in the battle was that our Aura gauge went down so quickly in a short amount of time. We have no idea of how this was possible or what cause this."

"I see, realizing it was a futile effort you decided to retreat, correct?"

"Yes Professor Goodwitch" Coco nodded. "We decided to retreat when we heard the Grimm coming. As we ran the Grimm were coming closer until Optimus decided to stay behind and hold them off to give us time to reach the Bullhead. We were nearly there when Ruby and her teammates decided to go back to help him without even telling us. Luckily, they didn't waste too much time fighting the Grimm and they came running back with Optimus."

"What prevented them from reaching the Bullhead?" Goodwitch calmly asked.

"As they were about to reach it, a large purple energy blast came from the sky and cause the entire area we were in to collapse. Team RWBY fell into the newly formed hole and that the last we saw them" Coco finished leaving a bitter taste in both her and the young Huntsmen/Huntresses in training mouths.

"Hmm", Ozpin hummed softly staring at the picture and processing the information he heard before sliding to the next one, "What are these crystals you found?"

"They were scatter across the area when got there and it came from the comet as well" Coco answered.

"What are these, Dust Crystals?" Goodwitch asked while staring at the photo.

"We do not know Professor Goodwitch. According to Weiss Schnee of Team RWBY, she had no idea if they were Dust Crystals or not."

The two professors grew intrigue to this information and wonder what does this mean. An intelligent mechanical creature and unknown crystals, it makes one wonders if this was a sign of a raging storm to come. That question had to be hold off for now because they needed to gather a team to rescue Team RWBY. Ozpin closed the Scroll and return it to Coco before narrowing his neutral expressed eyes at them.

"Anything else? Did this _'Thunderwing'_ say or do anything strange?"

The group took a moment to think until Jaune remember something the giant said, "Actually there is sir. When he came online, he shouted something call the Matrix and the way he acted he wanted to destroy it at all cost."

"Matrix?" Ozpin repeated sounding a little interested to the relationship between it and Thunderwing.

"Yes sir, it really wanted to destroy it" Coco replied.

"Hmm, anything else you notice?"

The teens took another minute to think and they all came up with nothing except for one.

"Actually", everyone turn their attention to Ren, "there was one other thing."

"There was?" Jaune asked his teammate.

"Explain Mr. Lie" Goodwitch demanded.

"During the fight with Thunderwing, didn't you guys notice how specific he was in his assault?"

The teens took a second and remember how he attacked. He could have attack their shooters first, but he didn't. At first he attacked them randomly, but as they thought about it they realize he wasn't. He was targeting a certain person.

"Now that you mention it, yeah" Jaune confirming Ren's suspicion.

"He was focus on one of us, but who?" Velvet asked.

Pyrrha placed a couple fingers on her chin, "From what I can remember out of the all of us, Optimus was always receiving the blows from him."

This made the group look at each other in wide eyes realizing that Optimus was Thunderwing's target, but they didn't know why.

"You think Optimus may know something about this 'Matrix' that this Thunderwing is so eager to destroy?" Nora asked everybody.

"Maybe" Jaune shrugged. Ozpin grew curious and believed that Optimus does know something; however, he needed to confirm this for himself.

"Team JNPR and CFVY, I have a new assignment for each of you. We recently learn during the descension of the comet a couple fragments split off from it and landed in two separate areas. JNPR, you be providing protection to one of the crash site along with the army. CFVY you will be heading into a town who requested assistance. The comet crash caused the Grimm to be a little active and they need some help."

"What about Ruby and the others?" Jaune asked.

"We will create a rescue team to retrieve them as soon as possible. For now rest up, you have a busy day tomorrow."

"Yes sir" the two leaders acknowledge.

As the team left, Goodwitch decided to leave as well to gather a rescue team. Once Ozpin was alone, he got up and went over to the window to look into the distance. Something was coming to Remnant and Optimus was at the center of it. Ozpin knew that his special gift will attract danger to him and it look like it was finally here. Ozpin took a sip from his mug before humming a little.

 _"What secrets are you hiding, Optimus Prime?"_

* * *

Back on the island, the five were currently walking up a rocky path that leads up to the surface. Optimus was ahead of them a little ensuring there was no danger ahead. He knew that Ruby and the others were tired and weak from the battle with Thunderwing and the Grimm. Walking up this path only increased their fatigue. He knew that they needed to find a safe place to rest and fast.

He was about to climb over a large rock when something caught his attention. He gave the sign to hold to the girls. Optimus taught them a few military hand signs to improve their teamwork. Identifying the sign, they held their position. Optimus crouch down while a pair of flapping wings filled the air. Shadowing over them was a Nevermore passing over them. The group didn't move a muscle fearing that the giant bird might hear them. A few seconds later, the Grimm was finally gone.

"That was close" Ruby said taking a chance to breathe a little easier.

"Yeah" Yang said agreeing with her sister.

Optimus rose up detecting the large clouds filling the sky, "Let's keep moving. Look like it's going to rain soon."

The five hustle quickly to find a cave to rest as the sky became more and more cloudy. It wasn't long until rain drops fell from the sky. The drops started off by being sprinkle before coming down like a bombardment. This made them hustle a little more before coming across a cave. They managed to get inside, but they were completely soak. All their cloths were heavy from absorbing so much water. Weiss' ponytail was down and Yang's hair lost it loose because they were so drench.

"Well this is just great" Weiss whined as she whipped her arms trying to shake the water out of her cloth.

Yang brought her hair forward and look at it with an upset face, "Man I hate the rain."

Optimus stepped forward when his foot hit something causing a rolling sound. Looking down he saw a few tree branches lying across the floor. He quickly picks them up and gaze around the cave to find more until he came across a large boulder. Examining it size then comparing it to the cave's entrance it will be enough block it to prevent the Grimm from coming in and still allow air to come inside.

"We'll rest here."

"Okay, but how are we going to rest when we have a large entrance here?" Ruby asked pointing to the entrance.

"We'll put that boulder there to provide some protection."

"Sounds... logical" Weiss commented as she continued to whip her arms.

"It may not be the greatest idea, but it's the best I can do with our limited resources." Optimus noticed a certain shiver from Blake, "Are you okay?"

"No, I'm not" she softly replied as she grasped her shoulders.

Her teammates were confused to why she was uncomfortable and to why she was shivering as a result. A ding echoed in the brawler's head understanding her partner's predicament. "Oh yeah, cats hate water."

 _"Ooohhh"_ Ruby and Weiss said in unison as Blake cheeks burn a little from embarrassment.

"I really need to get out of these" Blake muttered before shivering a little more.

Optimus remember from his reading of human biology that if a person stay too long in their wet cloths it may cause hypothermia and that wouldn't bold well for them. His face got a little red realizing there was only one thing to do making his chest pound like crazy. Recently, he's been feeling different. His face turning red and his heart pumping like crazy were becoming more frequent than before. He knows that it only happen when he is around his teammates, but why he did not understand. The biology book failed to provide the answer to why he felt this way and wonder what was happening to him.

"Blake has the right idea" Optimus began as the girls turn to him. "We should get out of these cloths quickly and let them dry."

The girls' faces light up quickly with Weiss burning the brightest. "Y-you c-c-can't be serious, Optimus!"

"I'm afraid not, Weiss" he replied with redder cheeks. "If we don't get out these soon we may suffer hypothermia and we are far from the nearest hospital. We can't take that chance."

The girls understood his logic and that he was only trying to look out for them, but being reduce to near nakedness was quite unsettling. Not only that they had a boy in their midst and that really raddle them up. Except for Yang, whose been itching to see what Optimus been hiding underneath.

"H-h-how are we going to keep ourselves warm?" Weiss asked with her eyes looking away.

A mischievous grin sprout across Yang's face, "Simple Weiss-cream, we cuddle~."

Both Blake and Weiss' faces turn to deep scarlet while Ruby remain oblivious to what Yang actually mean.

"W-w-w-we can't do that!" Weiss shouted in embarrassment.

"Sadly, it's the only way to stay warm" Blake responded. Blake wasn't too crazy for the idea, but she wasn't against it either. She still remember and feel the feeling she felt when she hug him two weeks ago. It was warm and welcoming. Not only that, she felt safe and peace. Somehow Optimus was able to melt away her fears with his calming presence and lifted all her guilt off her shoulders. She would be lying that she didn't want to feel that way again.

Optimus look at them for a moment giving them a chance to decide, "Are we in agreement?"

It wasn't long before they came to agreement and they quickly hurry to get things done before the night come. Yang and Optimus found some rocks to use place their wet cloths after while Weiss and Ruby work together to start a fire. Blake went out into the rain, despite how much she hated it, in order to find some food for dinner and she came back with fruits. Once the fire was burning and Blake return, Yang and Optimus sealed the cave with the boulder. The girls soon strip down to their bras and undergarments, each matching their respected color, before placing their cloths on a rock near the fire to dry. Optimus was facing the darkness giving them some privacy.

"W-w-w-w-we're d-d-d-d-done" the stuttering, embarrass Heiress said as she tried to conceal herself as best she could.

"Alright" Optimus replied as the four turned around to give him privacy.

RWB continued to stare into the darkness while a certain blond secretly peek over her shoulder to get a good look. Blake noticed the devilish smirk on her partner's face and elbowed her.

"Come on Blake", she whispered softly as she rubbed her shoulder, "It's just a tiny peek."

"That's very unladylike, Yang" Weiss scowled her.

"Relax Ice Queen, I just curious like a cat" Yang joked causing RW to groan and Blake to glare at her.

"Yang... Please stop with your jokes" Ruby pleaded to her sister who shook her head.

"Give Optimus some privacy Yang."

"Sorry Blake, but I'm curious to see OP's muscles."

"That doesn't mean you should watch him take off his cloth" Weiss replied.

"Oh please Ice Queen, what's more fun to watch a hot guy taking off his cloths? I'm sure deep inside that heart of ice of yours you want to see what's underneath OP too?"

Weiss faced turned to crimson at the blonde's teasing proving her point. Of all the boys at Beacon that match her acquire taste Optimus was far the most handsomest one there. He was smart, loyal, humble and caring. He helped her so much in their time together as Beacon and not once asked for anything in return. She hate admits it, but she is a little curious to see Optimus' muscles.

"...I'm done" Optimus said sounding a little nervous.

The girls turned around to see him only to be startle. He wore a pair of simple blue boxers with red flames for design, but that wasn't what caught their attention it was his chest. Instead of heavy blushes on their faces, their eyes were spread as far as they could be seeing the chest of Optimus. Over his tight six packs were numerous scars ranging from melee weapons to bullets. It was all over from his upper torso to his lower chest and back. It's not surprising to see some battle scars on a soldier, but the amount he has was striking.

A few minutes later, the five were cuddle together near the fire when they finish eating their dinner. Blake and Weiss cuddle next to Optimus sides while Ruby cuddle in the front while Yang was in the back. The girls, minus Yang, were embarrassed at first, but Optimus' peaceful presence evaporated it within minutes. His scars; however, still made them feel discreet.

Yang traced a scar mark that went across on his back left shoulder with a finger, "How did you survive this?"

Optimus look back at her then back at the fire, "I have a stubborn will to survive."

"Clearly" muttered by Blake. She gazed at the stab wound located on the left side of his chest.

Optimus notice her eyes and traced it to the scar. The scar came from the battle against his MECH's copy robot or what Miko call him, Nemesis Prime. He then saw Weiss staring at the stab wound on his right shoulder and Ruby stumble upon a bullet wound located on his upper chest area. The stab wound came from his battle with Megatron on the island which erupt Dark Energon from the Earth. The bullet wound came from taking a bullet for Zeta Prime.

Weiss slowly traced her scar first before tracing the stab scar. Being cut was one thing, but being stab was a different story. She gazed upon the other scars and where there were located, "How did you get so many?"

"I fought a lot of adversaries Weiss. Each of them value mercy as a weakness and fought ferociously to destroy the enemies. Luckily, I was friend with a skill field medic who was able to patch me up" he answered remembering all the times Ratchet's skills saved him while the girls look away feeling a little guilty for intruding into Optimus' past. Ruby was busy stroking the fire with a stick for a bit till something click inside her head.

"Optimus..."

"Yes, Ruby?"

"Why did the Grimm evaporate into light when you killed them?" Her question got the attention of WBY since they too desire to know why the Grimm faded into light.

Optimus recalled contacting Micronus Prime a while back to discuss his strange ability. It turned out to be his semblance. Micronus explained to the young Prime that his semblance utilize the power of the Primes to purge the darkness of Grimm. Since the Grimm are spawns of Unicron they are vulnerable to the light of Primus. He knew that his unique ability will attract unwanted attention since nobody ever saw anything like his before.

Optimus decided to give them a small portion of the truth to prevent them being drag into his war. "My semblance is extremely different than most. Someone told me that my semblance uses the power of the light and turn into a weapon to destroy the Grimm since they are creatures of darkness."

"Really?" Ruby blinked along with her teammates.

"Yes as you saw for yourselves."

"I never heard such a semblance before. It is like you've been gifted" Weiss commented. In her studies, she learn that semblances are based on the aspect of the individual or can be pass down through family like her family's ability to us Glyphs.

"In a way it kind of is."

Before the conversation could continue, Ruby yawned a little grabbing everyone's attention, " _*Yawn*_ Man I'm beat."

"Perhaps we should call it a night. We have a long day tomorrow and we need our full strength tomorrow."

The group nodded in agreement as their fatigue slowly took over. Optimus stared into the flames for a moment seeing the image of Thunderwing.

 _"I must stop him from escaping this island at all cost even if it cost me my life."_

* * *

Meanwhile, standing before the sleeping giant beast was a woman dress in a black robe with red designs resembling eyes. Her skin was deathly pallor, covered with tortuous, deep red and purple veins that ran up her arms and face. She had a black diamond-shaped mark on the center of her forehead and the sclera of her eyes are jet black and her irises glow red. Her hair was purely white which formed in a bun with six offshoots from which ornaments are suspended. She raises her hand releasing a light purple energy. The energy slowly flew over to the giant causing him to awaken. The giant look around until he notices the woman before him.

 **"I am Thunderwing! Release me immediately!"**

The mysterious woman was unintimidated by the giant's fury, "Hello there Thunderwing, I am Salem."

 **"You're name means nothing to me. I exist only to destroy the Matrix."** He then slammed the ground next to her with a fist, **"Release me so I may find its host and complete my mission."**

"I'm afraid that you will only be destroyed if you face the Prime in your current condition." The giant stared at her as she simply smirk, "Come now, surely you can sense the power within me."

He glared at the carbon base being with suspicion before narrowing his eyes, **"I see... You are the carbon life form who obtained the power of Chaos..."**

"Indeed I am. If I free you and repair your damage body, I ask that you lend your strength to my cause. Your target is the same being who threatens my plan. We share a common foe Thunderwing, a truce is the most logical option at the moment, wouldn't you say?"

 **"HA! YOU repair ME? You can't even comprehend how LONG I have existed. The technology of my construction is beyond your grasp."**

"On the contrary, I do have the knowledge of your construction. Thanks to the power and knowledge I receive from the power of Chaos, I am the only one in this world who can repair you Thunderwing, whether you like it or not."

 **"So be it, but understand this Salem. Once the Matrix is gone my loyalty will returns to my one true master, Unicron the Destroyer!"**

"We shall see" she softly muttered before making contact with her servant.


	13. Chapter 13

**Chapter 13: Black Comet III**

The next day in the early morning, Team JNPR was currently on walking through the expedition site passing through numerous researchers and soldiers along the way. The four soon came to a stop because they finally reach their destination. In front of them, construction vehicles were extracting pieces of the comets. Time flew by as they stood guard watching people transporting the crystals into large metal containers; however, what really caught their attention was the giant metal device they found within the crystals.

"So what is this thing? A battery?" Jaune asks a scientist next to him while gazing at the large device. It was currently being place into a container which will be move into giant Bullhead to bring to Atlas for further study.

"Good guess, but no. We were able to identify it as a reactor of some sort by the exterior design."

"Why would a reactor be inside a comet?"

"I have no idea, but once we bring it to Atlas we will find it" the scientist looks at his Scroll with a trouble expression, "…This is not normal."

"What do you mean?" Pyrrha asked with a hint of curiosity when she heard him.

"Our researchers and engineers determine this thing has been around for a very long time from its structure and the components, but it is also highly advanced. More advance than any technology currently on Remnant including Atlas."

JNPR exchange looks with each other looks of surprise. A piece of machinery that was more advanced than all of Atlas, but it was also ancient. It shouldn't be possible for something to be both advance and old at the same time. Also, they couldn't help but wonder if this reactor was part of Thunderwing.

Out of nowhere an explosion occurred, forcing everyone to scramble and attracting Team JNPR's attention. Everyone scramble to put it out before it spread, but sadly there wasn't just one. A few more explosions occur thinning everyone even further. JNPR was about to split up in order to provide assistance.

Sadly, the flames were putting up a difficult fight forcing them to run around all over the place. Jaune was about to get more water when he notices a suspicious individual walking towards the Bullhead with the reactor. The man wasn't a scientist nor a soldier thanks to his attire and his timing of his arrival made him more suspicious. After sending a message to his teammates to meet up with him, Jaune quickly pursued the suspect only to see it was none other than Roman Torchwick.

"Stop right there!" Jaune shouted at the famous criminal.

The man turns around and chuckle at the sight, "Ooohhh looky here, a boy playing hero. Shouldn't you be in school right now?"

"Why is someone like you doing here?"

"I'm here for the grand prize. So if you excuse me I will be taking it now." Once he was finish, Roman fired his cane at the blond knight.

Jaune rolls to the side to avoid the blast and charges at straight at him. Jaune swings his sword in different directions at Roman who parry each blows with his cane. Quickly spinning around, Roman swung his cane directly at Jaune's head forcing him to hit the ground. Jaune slid across the floor for a second before getting back on his feet. Wasting no time, he charges right back at Roman.

He swings his sword for a bit before trying to bash him with his shield. Luckily, it made contact and causes Roman to take a few steps back. An opportunity to strike presented itself which Jaune quickly took. He smacks his shield at Roman's right side before taking a swing. Roman was able to block the sword before the two engage in a parrying duel for a bit. The two lock their weapons against each other causing Roman to grunt a little.

"Tsk, what is up with kids today playing hero?"

The master criminal pushed Jaune's sword aside and kick him back in order to take a shot. Luckily, Jaune brought up his shield just in time to avoid taking the blast, but he was still push back by the impact. Roman felt a buzz in his pants' pockets and quickly answered. His scroll showed an image of a young girl who has Neapolitan ice cream themed colors for hair and eyes. Beside her was a message stating that she has control of the Bullhead and ready to go. A smirk spread across the criminal's face as quickly put his scroll away and turned to the knight.

Roman fired a few more rounds at Jaune who immediately shielded himself. The impacts push Jaune back a bit until he was sent flying into some crates. Roman was about to fire another round when a stampede of footsteps were charging straight towards him. Seeing he has no quarrel with the rest of them and on a tight schedule, he hurried over to the Bullhead.

Arriving were Pyrrha and some soldiers who saw the aftermath of the skirmish. A soft groan caught the Amazon's ears and she turns to see her partner lying on some destroyed crates.

"Jaune!", she quickly helps him out of the crates, "Are you okay?! What happened?!" Before he could answer, the engine of the Bullhead filled the air as it began lifts off. Standing on the hatch was the smirking Roman who was staring down at them.

"Thanks for the gift, now have a nice day" Roman shouted before the hatch closed shut.

Soldiers tried firing at the airship, but it was proven useless against it. Everyone watch as the Bullhead fly away with the reactor. The notorious criminal has won leaving the people below with the bitter taste of defeat.

"What do we do, Jaune?" Pyrrha asked her partner. Jaune continued to look over the horizon asking himself the same question.

* * *

 _*Later on*_

Optimus slowly opens his eyes to see he was standing in the Realm of the Primes once again, but in human form. He looks around wondering why he was here and who summon him.

 _"Optimus..."_

The young Prime turns around to see a giant silhouette towering before. The face of the giant crack a small smile on his face, "It's been a while Alpha Trion."

 _"It has Optimus"_ the giant replies with a smile, but it soon change to a neutral one. _"Unfortunately, I am not here for a reunion."_

Optimus change his expression to a neutral one as well, "It is about the Herald I encounter?"

 _"Yes. The Primes and I felt his presence from the Matrix. We were aware that Remnant has been tainted by the power of Chaos, but we never expected to see a Herald of Unicron to be involved."_

Silence fell between the two data archivist for a couple seconds until Optimus spoke, "This is quite disturbing, isn't?"

 _"Indeed. With these latest revelations, this shows that Unicron is the creator of the Grimm."_

Silence fell upon the two once again before the young prime broke it, "Alpha, I humbly ask for you and the other Primes for guidance. How can I defeat him? My weapons have little effect against him and I do not believe my Semblance will be enough. What can I do to stop him?"

The former head of Iacon's Hall of Records closed his eyes for a moment before answering, _"Use the Matrix to face the darkness."_

"The Matrix, how?"

 _"The Matrix is more than just the collective wisdom of the Primes, it also holds a portion of our power as well. When you use the Matrix, all the power of the Primes across the ages will be at your disposal. Combine with your semblance, you will be able to manifest our powers. This will provide you an edge against the Herald. Be warn, such power will strain your body since you are still inexperience and only used the power of the Matrix only once. Use it wisely."_

Optimus remembers the time when he used the power of the Matrix to force Unicron back into stasis, but it cost him to lose his memories of being a Prime. It was thanks to Jack and his team that he was able to regain them. Who knows what will happen this time.

The young Prime took a deep breath and looks up at his old mentor, "It is true that I have little experience with the true power of the Matrix, but if it is the only way to defeat Thunderwing and protect everyone then I will use it."

The old Prime softly smiled at Optimus before returning to his neutral expression, _"Go forth Optimus Prime. Go and light Remnant's darkest hour."_

Soon a bright light engulf the area forcing Optimus to shield his eyes from the brightness with his arms.

* * *

"Mmnn..."

Optimus slowly opens his eyes to see he was back in the real world. He tried to stand, but something was holding him down. He looks down to see Team RWBY all cuddling extremely close to him. Blake and Weiss hugged his arms tightly while Yang was snuggling from behind with her arms around his chest and Ruby cuddling into his chest. Seeing this causes his face to turn crimson as his heart beats went into overdrive. He really needs to talk to somebody to find out what is going on with him.

All he could do was remains still, not wanting to wake his teammates up. Even if he wanted to, he couldn't figure out how to since he was basically tied down by them. After a couple minutes pass, groans began to fill the air as Optimus could feel movements from them. Ruby, Weiss and Blake began to wake up slowly stretching their limbs. It didn't take them long for both them to notice their cuddling position and the three immediately stood up with tremendous blushes.

"Good morning" Optimus said while looking down hoping to make them feel a little less uncomfortable.

"M-morning Optimus" the blushing Weiss stutters while she quickly concealing herself.

"M-morning" Blake and Ruby answered copying the Heiress' action.

Once Ruby calmed down, she notices her older sister still sleeping and decided to shake her a little, "Yang it's time to wake up."

"Hmm~ just five more minutes" Yang purrs as she presses her chest further against Optimus's back.

The young Prime could feel the two soft sensations causing him to become stiff and his face to become redder. It was proven really difficult for him to stay calm in this situation. Luckily, he was able to speak calmly to the brawler. "Yang, we need to get moving as soon as possible."

"Hmm… fine." Yang let go of Optimus and stood up to stretch with teasing smile, "That wasn't too bad, was it guys?"

Weiss and Blake immediately knew what she was referring to increasing their blushes tenfold while Ruby answered the question not knowing what her sister really meant, "It wasn't bad at all, but it not something I want to do every day."

The older girls could only softly chuckle at how oblivious and innocence she was. Ruby looks at them wondering why they were laughing for.

"Our clothes should be dried up now, let's get change and find a way off the island" Weiss suggested which the group nodded in agreement.

Once they were fully dress and had some fruit for breakfast, Yang and Optimus remove the boulder to bring in daylight. It took them a few seconds for their eyes to adjust to the brightness of the sun before walking outside. The Prime took a second to see that sun was high in the sky and the way his shadow was projected it seems to be close to noon. They peered around to see if they were any Grimm nearby and luck would have it there wasn't.

Optimus steps out first then gestured them to come out, "Let's roll."

Meanwhile, Salem was standing in front of Thunderwing with the missing components thanks her minions who retrieved them over the last 16 hours.

"We have all the missing components Thunderwing."

 **"Excellent, now repair me so I can finish my mission."**

Salem raises her hands as a dark aura began to glow from them, "Let us begin."

* * *

Back at Beacon Academy, Team JNPR returned and the four were standing in front of Ozpin reporting what transpired on the mission.

"So Roman Torchwick infiltrated the sight and manages to take something right under your noses?" Ozpin asked with a serious yet neutral tone.

"Yes sir" Jaune confirmed with a bitter taste in his mouth.

"The timing of Roman Torchwick's arrival and the fire was perfect sir" Pyrrha added feeling the bitter taste as well along with Ren and Nora.

"Indeed, I will have Professor Goodwitch investigate further into it. Despite the loss of this device, you performed admirably on this assignment" Ozpin said causing Team JNPR to softly crack a smile. "I would advise you four to go get some rest now, but I have another assignment for you."

"What are we doing?" Pyrrha asks the headmaster on her team behalf, wondering what the mission was.

"You will be joining the rescue team to retrieve Team RWBY. Since you know where they fell, it will prove useful in finding them. I would have assign Team CFVY for this, but they are still quelling the Grimm. Be at the docking bay in two hours."

"Yes Headmaster!" Team JNPR replied before leaving the room.

Once he was alone, Ozpin stood up and gaze out the window with a hand over his cane and a mug in another. He was greatly trouble over what has transpired in the last couple of days. First the comet, then mysterious Thunderwing, the rise in Grimm's activity and now the stolen of a device which was inside the comet. So much has happen so fast and so precise, it couldn't be a mere coincidence.

The Headmaster of Beacon knew this was a sign, but a sign of what? He couldn't find a story that based on Optimus Prime's gift. Ever since his arrival, Ozpin searched old documents, books and so on, but found nothing. The Headmaster knew his powers of light represent something big and will be the key to ending this war. He has the power to light their...

As he was about to say the rest, revelation fills his body causing him to drop his mug to the floor. The quote he was about to say was from a story, or more precise a prophecy, the previous Headmaster of Beacon told him before he took over long ago. He recalled his final words of the one who shall light Remnant's darkest hour and the war will end once and for all. It didn't even occur to him because it was something he prayed will never come true.

 _"No... It couldn't be, but is it?"_

* * *

 _*Two hours later*_

Optimus and Team RWBY have been on the move ever since they left the cave. The trip up was a mix of climbing up walls and walking over rough and tight terrain. Luckily, they encounter no Grimm so far, but that didn't mean they should let their guard down. Currently, they were reaching the top of the canyon and were about a few inches away. Optimus was the first to reach the top before giving a hand for Ruby and Weiss. Blake was able to climb the cliff no problem and Yang hardly broke a sweat.

Weiss fell to her knees panting before whipping the sweats off her forehead with the back of her right hand, _"*Pant*_ That was really difficult."

Ruby fell on her back with her limbs spread out, "Agreed. Too much _*Pant*_ hard work."

"Perhaps if you guys didn't wear skirts then you wouldn't have to be extremely careful while climbing up" Yang pointed out with her arms cross. The Heiress and Reaper glare at the Brawler with small ticks on their heads.

"It's a combat skirt!"

"Yeah!"

Yang simply rolls her eyes, "Yeah, yeah.

Optimus was about to join the conversation when he notices the kuniochi's cat ears were perking up listening to something closely. "What's the matter Blake?"

"I'm hearing something… It's close."

"What is it?" Ruby asks after she got back on her feet.

Blake closes her eyes to focus her all her senses to her hearing, "It's loud… spinning fast… almost like… a turbine!"

That single word captured the attention of her teammates because it means Beacon has sent a rescue team.

"Where?!" Weiss asks her with a sense of hope.

Blake slowly moves her head to the right as she listens closely to hear where it was coming from. She quickly found the way and pointed the direction of it, "This way!"

The group follows Blake's lead as she guided them through the forest quickly. After a few minutes they finally arrive at their destination and it was none other than the very canyon they fell into yesterday. Optimus examine the area to see it was quiet and clear. It was good, but it bothers him greatly. They haven't encountered a single Grimm along the way almost like they were keeping their distance for a reason. Why?

A gust of wind blew straight at them out of nowhere forcing the teens to shield their eyes from the dust. Approaching them was a Bullhead slowly prepping for landing. Once it landed, the teens were able unshielded their eyes as the hatch opens up. Emerging from inside four familiar teens came out with smiles of relief.

"Guys!" Jaune shouted before running towards them with his teammates.

"Jaune! Pyrrha! Ren! Nora!" Ruby shouted in great joy. The Reaper and the Valkyrie gave each other a hug as they cheer in joy. The others exchange greeting of relief with quick hugs and simple handshakes.

Pyrrha shook hands with Weiss and Blake, "It's to see you guys are safe."

"Thanks for coming to rescue us" Weiss replies with a smile.

"I hate to spoil the mood, but we should leave now before the Grimm show up" Ren suggested earning nods of agreement from his friends.

Coming from the sky, a giant purple blast hit the Bullhead and the explosion sent them back a little. The group looks to see the airship was trash and was on fire. As the group wonders where the blast came from, Optimus made the connection to whom.

 _"That energy blast… could it belong to-"_

"Optimus behind you!" Jaune shouted breaking Optimus out of his trance.

The Prime looks up to the sky behind him to see Thunderwing. He has huge light purple bat-like wings out and his entire body showed his true colors. Majority of his body were silver and dark purplish blue. Minor colors could be spotted on him as well like light purple and gold. The gold colors were on some of his spikes and his face. Thunderwing took a deep breath before firing a torrent of flames at the group.

They quickly scatter to avoid it, but the impact created a shock wave that sent some of them flying back further. The embers of the flames also caused the forest to burn in purple flames while the menace hovers above them with eyes of burning hatred.

 **"Optimus Prime; holder of the Matrix"** , Thunderwing flew over him and landed before them inside the canyon, **"You're DESTRUCTION is at hand!"**

Wasting no time, the group pulled out their weapons ready to engage the Herald once again. Thunderwing raise his left arm cannon and fired a few rounds the teens. They quickly disperse to avoid the blast and retaliated. Ruby, Ren, Nora, Blake and Optimus fired a barrage of bullets at the giant while the rest charges forward.

Luckily for them, Thunderwing had his arms low enough near the cliff for the melee fighters to strike. Yang and Weiss assaulted the Herald's left arm while Jaune and Pyrrha took the right. Thunderwing took the hits from them before raising his left arm to punch the shooters. They shooters quickly scatter to avoid the fist before retaliating. Ren, Blake and Optimus continued to fire at the Herald while Ruby and Nora join their respected team to attack the arms.

Thunderwing raises his right hand attempting to grab one of the teens, but they were able to dodge it just in time. Ruby activated her Semblance and leaped in the air then started swinging her scythe like crazy at the Thunderwing's chest. Thunderwing tried to reach her, but Weiss activated her Glyph and brought Ruby back over while switching her Crescent Rose to sniper mode and fired.

Weiss then performed to more Glyphs in front of her while the others fired at Thunderwing except for Nora and Yang. The two performs backflips onto the Glyphs which turns to black as Weiss steady her focus at the Herald's chest. Ren dashes towards the left arm and jumps onto it then fired directly at it. Thunderwing was able pry him off by simply raising his arm and shaking it a little. Jaune notices his falling teammate and quickly got under him and raise his shield over his head. Ren notices his leader's action and twirl in the air before landing on the shield with one knee.

Jaune gave an upward push increasing Ren's jump which allowed him to fire at Thunderwing's face. Sadly for him, it had no effect on him. Thanks to Ren, Weiss saw the perfect opportunity and fired. Yang coated her right fist with her Aura and Nora raises her hammer as they went flying. The two landed powerful blow on Thunderwing's chest, but it left nothing, not even a dent.

Pyrrha switches her spear to rifle mode and took a couple of shots at Thunderwing's head. Blake jumps onto the Herald's arm before running up his arm straight towards his head. Thunderwing took the rifles' rounds with ease and went after Blake. He was able to grab a hold of her, but to have it fades into nothingness. The real Blake was snuck up from behind him and slashes his face ferociously.

Sadly, it did nothing to Thunderwing as he roared in rage. Optimus softly grunt at the current situation. All their attacks were doing nothing against him. He notices Ruby swinging her scythe at one of Thunderwing's arm cannon and found something interesting. Around the muzzle light purple electricity appears and reappears. He took a couple more seconds to examine it realizing there was a way to hurt him.

"Weiss, how much Ice and Fire Dust do you have left?"

Weiss turns to the Prime with a puzzled expression, "A good amount, why?"

"Is it possible for you to freeze one of his arm's cannon then quickly melt it?"

"I can, but what would-" Weiss was interrupted when she heard Nora's war cry as she swing her hammer at the arm cannon. The Heiress' eyes widen in revelation, "The arm cannon would be soak in water and if we charge up Nora with lightning Dust she can overload the cannon! That's brilliant! Let's do it!"

"Good. The rest of us will distract him while you get ready."

"Alright."

"Everyone!" Optimus called out to them, "We have a plan, but we need to distract Thunderwing as long as we can!"

 _"Alright."_

Weiss took a few steps back and began to create her Glyphs for a deep freeze attack. The rest of the group went on the offensive to distract the Herald. Thankfully, Thunderwing was mainly focus on Optimus providing an advantage. Once she was finish, she sent the Glyph onto the right arm cannon and released the deep freeze.

Thunderwing raise his right to see his right cannon trapped in ice wondering what they were up to before attacking the group once again. Wasting no time, Weiss created another Glyph which was red only to fire a torrent of flames at the ice cover cannon. The ice melts into water splashing all over cannon causing electricity to appear all over it.

Optimus went over to Nora while he continued to fire to explain her part, "Nora get ready for an electrical charge and attack the right cannon."

"Okie dokie!" Nora saluted before staring at the Herald with a big smile. "It's time for NORA SMASH!"

Nora jumps into the air before facing her hammer downward then fired, propelling herself further up in the air. Weiss had her Myrtenaster's revolver change to the yellow slot before releasing a bolt of lightning at the Valkyrie. Nora quickly activated her semblance at the same time she took the bolt only to have pink electricity channeling throughout her body.

Nora raises her hammer up and channels the electricity towards the hammer's head and swung straight down. A loud smack filled the air when Nora's hammer smashes the arm cannon. The pink electricity surges into the wet cannon causing smoke to come out of it. Nora leaps away from the cannon just before it exploded.

Thunderwing roared in great pain as he held his right arm for a moment, **"AAAAAHHHH!"**

"We hurt him! Alright!" Jaune cheered.

"Don't let up!" Yang yelled as she leaps on the giant's other arm and started punching it.

Thunderwing swung his left arm to pry Yang off before firing a series of blasts at the group a few at Weiss. The group was able to avoid them just in time before going back on the offensive. Weiss was about to activate her Glyph again when she notices an incoming fist. She canceled her Glyph to avoid the fist. Thunderwing continued to assault the Heiress breaking her focus over and over again.

"I can't concentrate if he keeps on attacking me!" Weiss shouted before she lost her footing.

She landed on her knees giving the Herald a perfect opportunity to strike. Weiss was about to get up when a dark shadow looms over her. Quickly looking up she saw the downward fist coming right at here. The Heiress knew she had to move, but she didn't have enough time to fully avoid the fist. She shut her eyes tight bracing her herself for the impact. Luckily for her, Optimus leaps right at her and the two rolled for a bit avoiding the fist. Weiss opens her eyes to see Optimus looming over her with his hands near the sides of her face.

"Are you alright?"

"Y-yes, t-thank Optimus."

Jaune slashes at the left cannon for a bit before being force back when the giant raises his left arm. He grunted for a second before noticing something interesting. At the muzzle, small smoke clouds were coming out of it in a slow pace before disappearing. Jaune's eyes continued to stare at it while he dodges the incoming blasts. Once he was finish shooting, smoke came out the muzzle again giving Jaune an idea.

"Guys! His left cannon his puffing out smoke! If we keep attacking it we might be able to cause to explode from overheating!"

The group look at the left cannon saw the smoke puffing out giving them a sense of confidence. Pyrrha smiles at her partner proud of how much he grew as a leader, "Good idea Jaune."

"You heard him guys! Aim at the left cannon!" Ruby cheered switching her scythe to sniper mode.

Everyone switches to gun mood and fired at the cannon. Thunderwing breathes out some fire at the teens, but they were able to avoid it. Weiss fired a stream of fire from her rapier directly at the muzzle causing it to create more smoke. Ruby notices her partner's target and took aim at the muzzle. She quickly steadies her aim finding the right area to fire. Detecting that the middle of the muzzle looks vulnerable, she fired directly at it. Her bullet went right through the muzzle creating a giant explosion from within.

 **"RRRRAAAAHHHH!"** the Herald roared as his second arm cannon was now destroyed. He roared in great rage as purple energy gather at both his shoulders and chest for a moment.

 **"I WILL TEAR YOU ALL APART MOLECULE BY MOLECULE!"**

Thunderwing swung his right hand at the group only to have them avoid it just in the nick of time. The group retaliated by firing at the Herald. Sadly, it did little to him hurt him as he continued punching the group.

Ren backflips to avoid a punch before grunting in frustration, "We barely even slow him down!"

"We need a new plan and fast!" Ruby shouted as she dashes forward and swung her scythe at the torso of Thunderwing.

"We have to search for a weakness in his structure to defeat him" Weiss shouted before firing some ice shards at him.

The group continued to fight hard against the Herald as best they can, but it was getting them nowhere. His armor was too resilient for their weapons and Dust alone. They needed something that is extremely vulnerable and will cause great damage to the Herald. Luckily for them, Jaune remember the conversation he had with the scientist from this morning about the reactor. It was a long shot, but if Thunderwing has them then there is a chance of victory.

"Wait! There is a weakness in his structure!" Team RWBY and Optimus turns to the blond knight wondering what he was talking about. "Early this morning, Ozpin sent us on a mission to one of the crash site from the comet. Inside one of the fragments there was a reactor. It may be part of Thunderwing's structure-"

"If we target that then we will be able to hurt him" Optimus finishes seeing the logic of the plan and was best one at the moment. "Now the question is, where are they?"

"What about his shoulders?" Blake suggested to them. "They appear to be heavily reinforced as if they were protecting something?"

"That may be it, but how can we get them open?"

"Leave it to me!"

The group turns to the blond brawler who just punches her fists together. Yang's eyes were now red and her body exploded with aura. Wasting no time, she leaps into the air and used her Ember Celica to propel herself further in the air to reach on of the Herald's shoulder. She using her immense strength she pries open his right shoulder revealing a large power core. Thunderwing notices her action and tried to grab her. Yang was able to avoid the hand just in time before jumping over to the other shoulder and pries it open as well.

"There the reactors, target them!" Jaune shouted to everyone.

Yang backflips back down to the group before smirking in victory. A soft pat on her shoulder drew her attention to see it was Optimus.

"Good work Yang."

"Thanks me later when we win this battle, okay OP?" Yang smirks at him causing the Prime to nod.

The group went back on the offensive targeting the exposed reactors switching their weapons to gun mode. JNPR concentrated on the right shoulder with the assistance of Optimus while RWBY focuses on the left. Thunderwing quickly block their attacks with his right arm before breathing out fire. The teens quickly scattered to evade it before charging.

Thunderwing kept on attacking them preventing them from getting a clear aim at his reactors with a mix of punches and fire breathing. The Herald tried to grab the kuniochi, but Blake used her Shadow to fool him and ran straight up his arm. Blake fired a few rounds at his right shoulder until she was close enough to slash it. Her blade cut through the middle of the reactor causing an unstable electrical surge to surround it. Blake leaps off and landed on a floating Glyph Weiss create for her. Soon the reactor overloaded to the point it exploded causing the Herald to painfully roar.

An opening reveals itself to the group, allowing Ren, Nora and Pyrrha to fire at the left reactor. Sadly, Thunderwing quickly blocks their shots before breathing a torrent of flames. Ren and Nora were able to avoid it without a scratch except for the Amazon. Her left foot got caught in the flames introducing her to burning pain. She fell on one knee grunting as she examine her burns to see that it wasn't too serious thanks to her burn. That single moment left her expose for Thunderwing to attack which he took.

Thunderwing fired another torrent of flames at the Amazon only this time she couldn't escape. Jaune saw his partner in danger and ran over to her. He quickly shielded her taking the full frontal attack head on.

"JAUNE!"

As the Amazon cried out to him, the knight's body started to glow coating his body and shield. The flames started to be push back as the glow became brighter. Few seconds later, the flames stop and the two were perfectly fine.

Pyrrha notices her leader was panting hard and puts her hands on him, "Are you okay?"

" _*Pant*_ Just tired… _*Pant*_ We can't keep this up for long."

"That's it! I'm ending it now!" Yang shouted as she propel herself up in the air only to get smack by Thunderwing's hang back to the ground creating a giant crater on impact.

"Yang!" Ruby cried dashing over to the crater along with Blake and Weiss. Optimus, Ren and Nora provided cover fire while the three check on her.

The three were at the end of the crater when a burst of flames erupted straight into the air. They look down to see Yang was on fire and her eyes turn red. Yang was pissed, extremely pissed now. Yang pounded her fists together before propelling herself back into air. She landed on Thunderwing's left arm then started to punch it like crazy.

Following the brawler's lead, the group resumes firing; however, it didn't last long. One by one, the last of their ammos were fired leaving them with only melee moves. Weiss checks her bag and rapier to see she doesn't have enough for another attack. Optimus still had a few more rounds left in his guns, but he decided to hold off.

Yang check her gauntlets to see she only has one shot left and she was going to make it count. She ran up the arm straight towards the reactor. Thunderwing went to reach for her, but a giant white Glyph blocked his way. Weiss used the last of her strength to create the Glyph to block, but it was proven difficult to hold against the Herald's strength. Ruby, Blake, Ren and Nora went over to her to give her some of their strength. Despite their effort, Thunderwing broke through causing Weiss to be shot back pushing her friends back too.

Luckily, they held on long enough for Yang to deliver her last shot at the reactor causing it to explode. The blast sent her back down to the group, but this time Optimus was able to catch her just in time. He gently places her down while Thunderwing took a few steps back as his second reactor was destroyed and grunting in pain. Optimus quickly fired a few rounds at the Herald which he blocked with his arms.

 **"No... No... NO! I WILL NOT BE DEFEATED! If I must expend every bit of energy in my core to destroy the Matrix so be it!"** Thunderwing declared as his chest plate revealed his main power core and his wings spread out.

The young Huntsmen and Huntresses tried to get up, but one by one they fell to their knees. Each of them panted as sweats drip down their faces from exhaustion. The only one was left standing was Optimus.

" _*Pant* *Pant*_ What does it take bring this guy down?" Jaune asked as he had his sword pierce the ground to give him support.

Ruby used her scythe for leverage to stand, but it was proven futile as she fell to her knees, "W-we *Pant* need to *Pant* stop him."

Optimus looks at his friends seeing they were at their limits and the fight was not over yet. There was only one thing left to do. He knew it was risky, but he must stop Thunderwing no matter the cost. He had no choice, but to use it now.

Blake was trying to stand when she notices her male teammate stepping forward, "Optimus?"

Everyone lifted their heads to see the Prime standing tall with unflinching gaze of courage as he faces the monstrosity. Optimus stood before Thunderwing before crossing his arms over his torso while a transparent sphere forms around him. Conduits of light blue energy flow all around him with the sphere condensing each passing second.

"You want the Matrix so badly, here it is!" he declares as the sphere disburses.

* * *

The Grimm in close proximity stop what they were doing sensing the emerging light. They face the direction where it was coming from and glaring so hard that their eyes glow. One by one they Grimm roar filling the atmosphere with their intense rage and hatred. Somewhere in Vale, Cinder was minding her own business when her eye glowed. Her body was trembling at the power she was feeling and looks to the sky remembering this feeling. A sinister lustful smile spread across her face before deciding to proceed to the next part of the plan.

Meanwhile at Beacon, Ozpin was doing some paperwork until his Scroll went off. He shifted his gaze to it and lightly touches the screen revealing a headshot of Professor Port. He quickly taps the image as he took a sip of his coffee.

"Professor Ozpin!"

The tone of his voice immediately caught the Headmaster's attention, "Professor Port, what's wrong?"

"Sir! The Grimm I captured are going berserk!" he replied loud enough for the Headmaster to hear. In the background, sounds of Grimm roaring and metal banging were filling the air.

This immediately caught his attention and cause great concern, "What?! Why?!"

"I don't know! They were fine until a few seconds ago, but now they are going berserk. I never see them act this way before. Something must've upset them greatly for them to be this way and I have no idea what it is!" A loud chink could be heard forcing Port to run over to it, "I need assistance!"

"I'll be there with Glynda and Bartholomew right away!"

He quickly ended the call and was about to contact the others when he felt something strange. Ozpin got up from his chair and went over to the window to see the island where the comet crashed only to see giant black smoke entering the atmosphere. Something terrible must have happen on the island with the first rescue team. He quickly sent a message to the second rescue team before call Glynda and Bartholomew.

He took one more look at the island before leaving the room, _"What in the name of Remnant is going on that island?"_

* * *

Emitting from his body was a light blue Aura that was pouring out of his body then faded quickly. Optimus' eyes were glowing with same brightness of his Aura as he could feel the power of the Primes across the ages surging through him. His teammates stared in awe at the scene of Optimus' Aura. It was so warm, welcoming and peaceful.

Jaune felt something strange all the sudden and check his body to see his Aura shining bright. He felt completely energize and good as new. He quickly checks his Scroll to see it was fully restored. It wasn't just him, everyone else felt their strength and Aura returning. They wonder if Optimus' Aura was responsible for the return of their strength.

Thunderwing's eyes became bright crimson from what he was witnessing. Unknown to the Huntsmen and Huntresses, Thunderwing could see different transparent figures cloaking over the young Prime's body. They were none other than members of the Thirteen. He roars at the Prime before delivering a double downward punch at him. Instead of running, Optimus stood his ground taking the full force of the fists. A giant dust wave blew pass the teens forcing them to shield their eyes for a moment. Once the dust settles, they look back at Optimus who was holding his ground against the double fists.

While the group became speechless, Optimus call forth the strength of the first combiner, Nexus Prime. Nexus's power gave him the power of a combiner which allows him to hold his ground against Thunderwing. The Herald pulls his fists back before punching him again. This time Optimus avoids the fist and fired back with both his blasters. The impacts of his shots actually hurt the giant as he grunted in pain.

Thunderwing flew into the air in order to fire a barrage of fireballs at the teens. To counter it, Optimus used the power of Mirconus Prime to create a giant barrier to protect his friends. After the barrage has ended, Optimus used the power of the Onyx Prime to grant create wings forge from his Aura. He flew to the sky to take the battle to Thunderwing.

Optimus brought out his longsword as he covered it with his Aura before clashing with the Herald. Thunderwing tries to punch him in the air only to have it parried against Optimus's sword. The Herald fired a few fire blasts at the young Prime which he responded by firing a few with his gun. The teens down below watch the battle of the two unable to process what they were seeing.

Shockwaves of the clash of sword and fist burst through the air with each blow making the teens wonder if this was a battle of deities. The Prime and Herald continue to clash before Thunderwing surprises Optimus with a torrent of flames. This provided Thunderwing an opportunity to grab the Prime, but he suddenly vanish. Optimus used the power of Vector Prime to freeze time to avoid the grab before circling around Thunderwing.

Optimus grasps his longsword as the blade surrounds itself in a light blue aura calling forth the power of the first and the leader of the Primes, Prima. He performs a vertical sword swing cutting off Thunderwing's right wing. As Thunderwing descends, Optimus started to feel heavy and his vision was becoming blurry. He was at his limit and he must end it now. He channels the power of Prima once again and went straight towards Thunderwing's power core.

Once the Herald crashes, Optimus grasps the handle with both hands and brought the blade downward to perform a sword move call the Ending Blow. The tip of his sword pierce the core as pain fill the Herald as bright purple light shine out of the core. He press the blade further in creating even more light from the core before electrical surges began to surround it.

Optimus flew back onto the canyon where his friends were while Thunderwing struggle to stand up. He swung his sword to his side while calling off the power of the Primes, "It's over Thunderwing!"

The Herald clutched his chest as he coughed out Dark Energon fluid before glaring at the Prime. **"No... It's only begun... _*Cough*_ "**

"What do you mean?"

Thunderwing pointed at him, **"When one Herald falls... _*Cough*_ Another shall rise! As long as the war between destruction and creation rages... _*Cough*_ The Heralds will come for you Disciple of Primus! When you fall, CHAOS SHALL REIGN SURPREME!"**

With his final roar, the Herald succumbs to his injuries as electrical surges courses through his body before igniting into a gigantic explosion. The teens quickly shielded their eyes from the blast with their arms before lowering them to see burning remains of the Herald. It was over, Thunderwing was no more. Reality sinks in with the others causing them to smile in victory. Nora leaps into Ren forcing them to the ground while the smiling Pyrrha place a hand on her leader's shoulder which Jaune smile back. Ruby dashed over to her best friend and gave her a bear hug and swung her around in her victory dance. Weiss tried to pry her off, but it was proven useless. Yang gave her a thumb up to her partner which the Faunus gave back. Optimus simply put away his weapon and taking a breather.

Loud engine noises fill the sky causing them to look up to see Bullheads descending down to them. Optimus faced his comrades only to see them in a blurry image. His body suddenly became heavy and his feet were wobbling. He quickly put a hand over his forehead as his breathing was becoming heavier and heavier. Soon his world started spinning as the last of his strength faded forcing him to collapse. The group heard the noise to see the fallen Prime and ran over.

 _"OPTIMUS!"_

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 **Here you are the conclusion of Thunderwing. Sorry for taking so long, the battle with Thunderwing was hard to come up with since Optimus is now human and I was busy all summer. Also, I appreciate the wonderful ideas you reviewers offered me for Optimus' semblance, but I already had the idea of using the power of the Thirteen. For those who offered the very same idea, great job figuring it out.**

 **Many of you ask about the pairing, allow me to answer this question. It is a harem and it's Team RWBY. I couldn't pick one since the members of RWBY all share similar experiences with Optimus. With Ruby, the burden and hardship of being a leader and losing someone extremely important. Weiss knows the pain of loss of losing family and friends from war. Blake understands what it is like to be divided and the struggle of fighting for freedom and equality. Finally for Yang, she knows the pain of loss and the consequences of actions. He relate to any of them since he went through all that in his life.**

 **Please leave a review.**


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